Recovery from Third Party. If the Vendors pays an amount pursuant to a 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 Vendors 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 Vendors such part of the amount paid by the Vendors by way of damages for breach of that Warranty as equals the amount of the 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 Company shall promptly notify Reinsurer if the Company should assert or bring a
(i) Reinsurer shall continue to share in the expenses of that proceeding as described in Paragraph 4 as though they were covered claim expenses; and (ii) the Company shall keep the Reinsurer informed of the status of such proceeding or settlement negotiations in connection with such proceeding. In that event, the parties agree that any monies so recovered by the Company: (i) shall be applied first to reduce the costs incurred by the Company in prosecuting such third party claim or action and to that extent shall be shared with the Reinsurer in accordance with its Claims Ratio; (ii) shall then be applied to any punitive, exemplary, compensatory or other extra-contractual or non-contractual damages or settlement paid or ordered or agreed to be paid by the Company in excess of the limits of the policy, and shall not be shared with the Reinsurer; (iii) shall then be applied to reduce the covered claim expenses of the original claim and to that extent shall be shared with the Reinsurer in accordance with its Claims Ratio; and (iv) to the extent there is any remaining recovery, shall then be applied to reduce the Company's liability under the policy and shall be shared with Reinsurer in accordance with the Reinsurer's Claims Ratio. For purposes of the preceding sentence, the numerator of the Claims Ratio shall be recalculated by deducting Reinsurer's share of any recovery under (iv) of the preceding sentence, and the denominator of the Claims Ratio shall be recalculated by deducting the total amount of any recovery under (iv) of the preceding sentence. The parties understand and agree that this Paragraph shall not apply to and the Reinsurer shall not share in: (i) commission chargebacks or adjustments made by the Company in accordance with its contract with the Producer or an agent; (ii) any first-party claim brought by the Company under any liability, fidelity or indemnity coverages carried by the Company or its affiliates; and (iii) any reinsurance claims paid to the Company by an Outside Reinsurer.
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. 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 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. If any Seller pays to the Purchaser or any Group Company and/or its/their directors, officers and other Affiliates an amount in respect of any claim and the Purchaser or any Group Company and/or its/their directors, officers and other Affiliates subsequently recovers or becomes entitled to recover from a third party a sum which is referable to that claim or any matter the subject of that claim, the Purchaser shall (or, as the case may be, shall procure that the relevant Group Company and its/their directors, officers and other Affiliates shall) promptly repay to that Seller the sums originally paid by that Seller to the Purchaser or the relevant Group Company, or its/their directors, officers and other Affiliates (as the case may be) in respect of that claim up to a maximum of the total amount originally paid by that Seller (less any out of pocket costs and expenses incurred by the Purchaser, the relevant Group Company or its/their relevant directors, officers and other Affiliates in recovering the same). If any Seller pays to the Purchaser or any Group Company or its/their directors, officers and other Affiliates an amount in respect of any claim and the Purchaser or any Group Company or its/their directors, officers and other Affiliates subsequently recovers or becomes entitled to recover from or against any Taxation Authority a sum which is referable to the subject matter of that claim, or otherwise a credit or relief for or from Taxation paid or any liability to Taxation which is referable to the subject matter of that claim, the Purchaser shall (or, as the case may be, shall procure that the relevant Group Company and its/their directors, officers and other Affiliates shall) promptly repay to that Seller the sums originally paid by that Seller to the Purchaser or the relevant Group Company or its/their directors, officers and other Affiliates (as the case may be) in respect of that claim up to a maximum of the total amount of the relevant refund, credit or relief.
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 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. If the Vendor pays an amount pursuant to a [INIT] 37 Agreement for Sale and Purchase of Shares 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).
