Subsequent Recovery. If, in connection with any payment by Guarantor of the Guaranteed Obligations, Beneficiary shall finally recover any such amounts from any other source directly making payments with respect to the Guaranteed Obligations, or it shall be finally determined that such Guaranteed Obligations were not owed to Beneficiary, Beneficiary shall promptly remit such amounts to Guarantor.
Subsequent Recovery. If:
(a) the Seller makes a payment in respect of a Warranty Claim (other than a Claim under the Tax Warranties or a Tax Covenant Claim) (the Damages Payment);
(b) at any time after the making of such payment any Group Company or the Purchaser receives any sum or is otherwise compensated for or with respect to such 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, as soon as reasonably practicable following receipt of the Third Party Sum by it or the relevant Group Company, 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 costs reasonably incurred by the Purchaser or the relevant Group Company in recovering the Third Party Sum.
Subsequent Recovery. In the event that the Indemnitee subsequently recovers all or part of a Third Party Claim from any other Person legally obligated to pay the same, the Indemnitee shall forthwith repay to the Indemnitor the amounts so recovered up to an amount not exceeding the amount theretofore paid by the Indemnitor by way of indemnity.
Subsequent Recovery. If a Vendor pays the Purchaser any amount in respect of a Claim (other than a Claim under the Tax Warranties) and the Purchaser or any member of the Purchaser Group subsequently becomes entitled to recover from a third party a sum which is referable to that Claim (other than a Claim under the Tax Warranties), the Purchaser shall give notice to such Vendor, and shall and shall procure that any relevant member of the Purchaser Group shall, use all reasonable endeavours to recover from such third party. If any amount is actually recovered from such third party, then, after the deduction of the reasonable costs of the Purchaser and each member of the Purchaser Group in obtaining such recovery and any Tax payable on such recovery, the balance (up to the amount actually paid by the relevant Vendor to the Purchaser) shall be repaid by the Purchaser to the Vendors.
Subsequent Recovery. If any payment is made by the Shareholders or any of them in or towards the settlement of any claim under any of the representations and warranties contained in this Agreement and the Purchaser or the Company subsequently recovers or procures the recovery from a third party of an amount which is referable to that claim the Purchaser shall, or shall procure that the Company shall, forthwith repay or procure repayment to the relevant Shareholders of an amount equal to whichever is the lesser of:
(a) the amount recovered from the third party after deduction of all reasonable expenses of recovery; and
(b) the amount paid in or towards settlement of the claim.
Subsequent Recovery. If at any time subsequent to the receipt by an Indemnified Party of an indemnity payment hereunder, such Indemnified Party (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Losses for which it received such indemnity payment (the “Recovery”), such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to the amount of such Recovery, less any expenses incurred by such Indemnified Party (or its Affiliates) in connection with such Recovery, including any increases in insurance premiums resulting from making a claim under the insurance policies in connection thereto, but in no event shall any such payment exceed the amount of such indemnity payment.
Subsequent Recovery. If the Indemnifying Party pays an amount in discharge of any claim under this Agreement and the Indemnified Party or any of its Affiliates subsequently recovers from a third Person a sum which is attributable to the subject matter of the claim, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to all amounts recovered up to the aggregate amount thus paid by the Indemnifying Party hereunder.
Subsequent Recovery. Indemnitee or Claimant shall or shall cause any of its Affiliates (including, as the case may be, the Company or any of its Subsidiaries) to reimburse to the Indemnitor or Recipient any amount paid by such Indemnitor or Recipient to the extent that such amount is subsequently recovered by or paid to such Indemnitee or Claimant or any of its Affiliates by any third party (excluding under any insurance policy) as a result of the same facts or matters which have given rise to the payment of the sum paid by the Indemnitor or Recipient.
Subsequent Recovery. If any Indemnifying Party pays an amount to the Indemnified Parties in discharge of an Indemnity Claim, and the Indemnified Parties subsequently actually recovers (by way of cash or any other means) from a third party (including insurers), any amount to compensate for the Loss that gave rise to such Indemnity Claim (or any portion thereof), then:
(a) if the aggregate amount of Loss suffered or incurred by the Indemnified Parties has been fully compensated for by the Indemnifying Party, the Indemnified Parties shall pay to the Indemnifying Party the lower of (A) the Sum Recovered; and (B) amounts paid by the Indemnifying Party to the Indemnified Parties in relation to such claim; or
(b) if the amounts paid by the Indemnifying Party are less than the Losses actually suffered or incurred by the Indemnified Parties, and the aggregate of the amounts paid by the Indemnifying Party and the Sum Recovered exceeds the Losses suffered by the Indemnified Parties, the Indemnified Parties shall pay to the Indemnifying Party the lower of (A) the amount of such excess; and (B) amounts paid by the Indemnifying Party to the Indemnified Parties in relation to such claim.
(c) For the purposes of the foregoing, “Sum Recovered”, in relation to the Loss that gave rise to Indemnity Event, means an amount equal to the total of the amount(s) recovered from the third party less all costs incurred by the Indemnified Parties in recovering such amount(s) from the third party (including any additional amounts of insurance premium payable, in the Financial Year immediately succeeding the Financial Year in which the claim was made under the insurance policy, as a result of such recovery, provided that such additional amounts of insurance premium are not attributable to any additional coverage or benefit obtained in such insurance policy).
(d) It is hereby clarified that to the extent the payment of any portion of the Sum Recovered is tax deductible in the hands of the Indemnified Parties and where Taxes are required to be withheld on such payments by the Indemnified Parties, such portion of the Sum Recovered that is Tax deductible (if any), shall be grossed up to the extent of the Taxes withheld, at the time of payment of the Sum Recovered by the Indemnified Parties to the Indemnifying Party
Subsequent Recovery. If the Vendor pay an amount in discharge of any claim under this Agreement and the Purchaser or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim and which would not otherwise have been received by the Purchaser, the Purchaser shall pay, or shall procure that the relevant Group Company pays, to the Vendors an amount equal to (i) the sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery or (ii) if less, the amount previously paid by the Vendors to the Purchaser.
