Recovery from Third Party. If the Vendor pays an amount pursuant to Proceedings in respect of breach of any of the Warranties and the Company or the Purchaser has a right of reimbursement against any person other than the Company in respect of or relating to those Proceedings, the Company or the Purchaser shall (subject to the Company or the Purchaser, as the case may be, being indemnified to its reasonable satisfaction by the Vendor against all reasonable Costs) take all reasonable steps or proceedings to enforce such right. If the Purchaser subsequently recovers such reimbursement from such third party, the Purchaser shall forthwith repay to the Vendor as the case requires such part of the amount paid by either of them by way of damages for breach of that Warranty as equals the amount which is so recovered by the Purchaser in respect of the facts, matters or circumstances giving rise to the breach of that Warranty (after taking account of the Costs of recovery and (if appropriate) any Taxation arising solely as a result of the recovery).
Recovery from Third Party. In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Indemnifying Party has indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered except to the extent that such amount has already been deducted in calculating the Damages pursuant to Subsection 6.6(1) (after deducting therefrom the full amount of the expenses incurred by the Indemnified Party in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.
Recovery from Third Party. The Reinsured shall promptly notify Reinsurer if the Reinsured should assert or bring a claim or action against a third party for contribution, indemnification or similar grounds to recover from the third party any monies paid or expenses incurred by the Reinsured in connection with a policy claim reinsured under this Agreement. Upon request, the Reinsured shall furnish Reinsurer with copies of written materials relating to such third party claim or action. Reinsurer shall promptly notify Reinsured of its decision whether or not to share in the expenses and potential recovery of any such proceeding. If Reinsurer declines to so accept any such proceeding, Reinsurer shall not participate in any costs of such proceeding and shall not share in any monies so recovered by the Reinsured. If the Reinsurer accepts such action, then the Reinsurer shall continue to share in the expenses of that proceeding and the Reinsurer shall share in any monies recovered by the Reinsured. The Reinsured shall keep the Reinsurer informed of the status of such proceeding or settlement negotiations in connection with such proceeding.
Recovery from Third Party. The Company shall promptly notify Reinsurer if the Company should assert or bring a
Recovery from Third Party. If the Crown recovers any amount from Toll Rail for the Warranty Claim which, together with any amount recovered from the third party, exceeds the amount of all Loss suffered, paid, or incurred by the Crown, or for which the Crown is liable, by reason of, or in connection with, the fact or circumstance giving rise to the Warranty Claim (including the Crown’s costs of pursuing, defending, or settling the Third Party Claim, and any other amount payable by the Crown in respect of such Third Party Claim), then the Crown shall refund any such excess to Toll Rail.
Recovery from Third Party. If Powercall or the Shareholders pay an amount pursuant to a Proceedings in respect of breach of any of the Warranties and PTL has a right of reimbursement against any person other than Powercall or the Shareholders in respect of or relating to those Proceedings, PTL shall (subject to PTL, being indemnified to its reasonable satisfaction against all reasonable Costs) take all reasonable steps or Proceedings to enforce such right. If PTL subsequently recovers such reimbursement from such third party, PTL shall forthwith repay to the Shareholders such part of the amount paid by Powercall or the Shareholders by way of damages for breach of that Warranty as equals the amount of the which is so recovered by PTL in respect of the facts, matters or circumstances giving rise to the breach of that Warranty (after taking account of the Costs of recovery).
Recovery from Third Party. If the Indemnitee subsequently recovers all or part of the Third Party Claim from any other Person (including any insurance company) legally obligated to pay the claim, the Indemnitee shall forthwith pay to the Indemnitor the amounts recovered (net of all costs associated with such recovery) up to an amount not exceeding the payment made by the Indemnitor to or on behalf of the Indemnitee by way of indemnity.
Recovery from Third Party. Where the Buyer is entitled to recover from any person any sum in respect of any matter or event which gives rise to a Claim (other than a Claim relating to a Tax Warranty which shall not be governed by this paragraph 5) or an Indemnity Claim, the Buyer shall or shall procure that a Group Company shall, subject to it being secured and indemnified to its reasonable satisfaction by the Sellers and to it being satisfied, acting reasonably, that such action will not be prejudicial to its interests or the interests of any Group Company, use its reasonable endeavours to recover that sum and shall keep the Managers' Representative informed of the conduct of such recovery. The Buyer shall not be restricted from pursuing that or any other Claim or Indemnity Claim in relation to the same subject matter against the Sellers. Any sum recovered by the Buyer before settlement or final determination of the Claim or Indemnity Claim (less any costs and expenses incurred by the Buyer, the Company or any other Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered) will reduce the amount of the Claim or Indemnity Claim by an equivalent amount. If recovery is delayed until after the Claim or Indemnity Claim has been satisfied by the Sellers in accordance with the provisions of clause 11, the Buyer shall (subject to the remaining provisions of this clause) repay to the Escrow Account the amount so recovered (less any costs and expenses incurred by the Buyer, the Company or any other Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered), where it shall be held in accordance with the provisions of clause 11. If the amount so recovered exceeds the amount of the Claim or Indemnity Claim satisfied by the Sellers, the Buyer shall be entitled to retain the excess.
Recovery from Third Party. If the Purchaser or any member of the Purchaser Group is entitled to recover (whether by payment, discount, credit, insurance, relief or otherwise) from a third party a sum which is referable to the matter giving rise to the Claim or obtains any relief, saving or benefit which is so referable, the Purchaser shall (and shall procure that the relevant member of the Purchaser Group shall) use reasonable endeavours to enforce such recovery. Nothing in this paragraph shall preclude the Purchaser from bringing a Claim against any Seller prior to having recovered the amount from the third party or from bringing a Claim against any Seller in the event that the amount recovered from the third party is less than the full value of the Claim.
Recovery from Third Party. 5.1 If the Seller is liable to make or has made a payment under this Part or under the Tax Warranties and the Purchaser or the Company receives or is then or subsequently becomes entitled to recover any sum or Relief in respect of the matter giving rise to the liability from some other person (including a Taxation Authority but other than the Purchaser or the Company or any person connected with either of them) the Purchaser shall notify the Seller promptly and shall, if so required, take all reasonable action to enforce such recovery (keeping the Seller fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation), making all such reasonable applications as are appropriate for the recovery of costs, subject to the Seller first indemnifying the Purchaser and the Company to the Purchaser’s reasonable satisfaction against fifty per cent of all reasonable costs and expenses of the Purchaser and the Company, and shall promptly account to the Seller for the lesser of:
