Purchaser’s Right to Recover Sample Clauses
The Purchaser’s Right to Recover clause establishes the buyer’s entitlement to seek compensation or reimbursement from the seller under certain circumstances, typically when the seller breaches the contract or fails to meet agreed-upon obligations. In practice, this clause may allow the purchaser to recover costs, damages, or losses resulting from defective goods, late delivery, or other contractual failures. Its core function is to protect the purchaser’s interests by providing a clear legal remedy in the event of non-performance or breach, thereby allocating risk and encouraging compliance with the contract terms.
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Purchaser’s Right to Recover. 12.7.1 If the Purchaser or any other member of the Purchaser’s Group (including the Group Companies) has a right to recover or has been indemnified by any third party, including an insurer, in respect (in whole or in part) of a matter which has given rise to, or could give rise to, a Claim (a Right to Recover), other than in relation to the Specific Indemnity, the Purchaser shall: Table of Contents
(a) notify the Seller of the Right to Recover as soon as reasonably possible; and
(b) use commercially reasonable efforts to exercise and enforce, and ensure that each relevant member of the Purchaser’s Group exercises and enforces, each Right to Recover.
12.7.2 The Seller shall not be liable in respect of a Claim (other than in relation to the Specific Indemnity) to the extent that the Purchaser or any other member of the Purchaser’s Group:
(a) has recovered pursuant to any Right to Recover (after deducting all reasonable costs incurred by the Purchaser or the Group Company in recovering that sum and any Tax paid or payable by the Purchaser or the Group Company in relation to such recovery); or
(b) would have had a Right to Recover if the insurance policies effected by or for the benefit of the Group Companies which are in effect as at the date of this Agreement had been maintained on no less favourable terms after Completion.
12.7.3 Where the Seller pays an amount to the Purchaser in respect of a Claim (other than in relation to the Specific Indemnity) and the Purchaser or any other member of the Purchaser’s Group has a Right to Recover which relates (in whole or in part) to the matter that gave rise to such Claim (other than in relation to the Specific Indemnity), the Purchaser shall as soon as reasonably possible notify the Seller thereof and:
(a) procure that the relevant members of the Purchaser’s Group take commercially reasonable efforts to exercise and enforce such Right to Recover; and
(b) pay (or repay, as the case may be) to the Seller the lower of any amount so recovered (after deducting all reasonable costs incurred by the Purchaser or the Group Company in recovering that sum and any Tax paid or payable by the Purchaser or the Group Company in relation to such recovery) or the relevant amount paid to the Purchaser by the Seller, in either case within 10 (ten) Business Days after receipt of the recovered amount.
Purchaser’s Right to Recover. If any Seller has paid an amount in discharge of any claim under this Agreement for breach of any Seller’s Warranty and subsequently the Purchaser recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser shall pay to such Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and any Tax on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser. Any payment made by the Purchaser to such Seller under this Clause shall be made or procured by way of further adjustment of the Purchase Consideration.
Purchaser’s Right to Recover. 14.7.1 If the Purchaser or any other member of the Purchaser’s Group (including the Company) has a right to recover (including, for the avoidance of doubt, a right to recover from employees) or has been indemnified by any third party, including an insurer, in respect (in whole or in part) of a matter which has given rise to, or could give rise to, a Claim related to the Seller’s Warranties referred to in Clause 14.3(a) (a Right to Recover), the Purchaser shall:
(a) notify the Seller of the Right to Recover as soon as possible; and
(b) exercise and enforce, and ensure that each relevant member of the Purchaser’s Group exercises and enforces, each Right to Recover in full before claiming from the Seller.
14.7.2 The Seller shall not be liable in respect of a Claim to the extent that the Purchaser or any other member of the Purchaser’s Group has recovered pursuant to any Right to Recover.
14.7.3 Where the Seller pays an amount to the Purchaser in respect of a Claim and the Purchaser or any other member of the Purchaser’s Group subsequently obtains a Right to Recover which relates (in whole or in part) to the matter that gave rise to such Claim, the Purchaser shall as soon as reasonably possible notify the Seller thereof and:
(a) procure that the relevant members of the Purchaser’s Group exercise and enforce such Right to Recover in full; and
(b) pay to the Seller any amount so recovered or, if less, repay the relevant amount paid to the Purchaser by the Seller, in either case within 10 (ten) Business Days after receipt of the recovered amount.
Purchaser’s Right to Recover. If the Seller has paid to the Purchaser or a Group Company an amount in discharge of any Claim and subsequently the Purchaser or Group Company receives or recovers (whether by payment, credit or otherwise) a sum from a third party which indemnifies or compensates the Purchaser or the Group Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall, or shall procure that the relevant Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to: (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less the net amount of any Taxation attributable to the recovery, or if less; (ii) the amount previously received from the Seller less the net amount of any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause 10.13 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.4 shall apply mutatis mutandis.
Purchaser’s Right to Recover. (a) If, before a Seller pays an amount in discharge of any Claim under or otherwise in connection with this Agreement, any member of the Purchaser’s Group is entitled to recover (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates in whole or in part any member of the Purchaser’s Group in respect of the loss or liability which is the subject matter of the Claim, then at the election and in the sole discretion of the Seller, the Purchaser shall procure that all steps are taken to enforce recovery against the third party, and such Claim will be reduced or satisfied to the extent of such actual recovery.
(b) If, prior to or following payment by the Seller of an amount in discharge of any Claim under or otherwise in connection with this Agreement (the Claim Payment), any member of the Purchaser’s Group is entitled to recover or receives (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser in whole or in part any member of the Purchaser’s Group in respect of the Damages which are the subject matter of the Claim or which would not have been received but for the circumstances which give rise to the Claim, then at the election of the Seller, acting reasonably and with due regard to Purchaser’s interests, the Purchaser shall procure that all reasonable steps are taken to enforce recovery against the third party, and shall, or shall procure that the relevant member of the Purchaser’s Group shall, pay to such Seller, as soon as practicable after receipt, the lower of the following two (2) amounts:
(i) any actual recovery; and
(ii) the amount previously paid by such Seller to the Purchaser or any member of the Purchaser’s Group.
Purchaser’s Right to Recover. If, before the Seller pays an amount in discharge of any claim under this Agreement, the Purchaser or the Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates the Purchaser or the Company (in whole or in part) in respect of the Loss or liability which is the subject matter of the claim, the Purchaser shall procure that, before steps are taken to enforce a claim against the Seller following notification in accordance with Clause 15.10 of this Agreement, any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. If there is a reasonable likelihood that the Purchaser and/or the Company may recover from a third party a sum which compensates the Purchaser and/or the Company (in whole or in part) in respect of a Loss or liability which is the subject matter of a claim, the Purchaser shall, or shall cause the Company to, take all reasonable actions to recover such amount from such third party.
Purchaser’s Right to Recover. (a) Prior to recovery from Seller
(i) in the event that Purchasers comply with such request, any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery and Seller shall be subrogated to all rights that Purchasers, the Group or the relevant member of the Purchasers’ Group, as the case may be, has or would otherwise have in respect of the claim against the third party; or
(ii) in the event that Purchasers fail to comply with such request within 5 Business Days, the liability of Seller in connection with such Claim shall be reduced or satisfied, as the case may be, by an amount equal to the amount that Seller or any member of the Seller’s Group or any member of Purchasers’ Group would have been entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from such third party.
Purchaser’s Right to Recover. If, following payment of an amount in discharge of any claim under or otherwise in connection with this Agreement, any member of the Purchaser’s Group actually recovers (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any member of the Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, then the Purchaser shall reimburse the Seller in the amount of such recovery, less any costs, expenses or Taxes incurred by the Purchaser or the Group in effecting such recovery.
Purchaser’s Right to Recover. If, before the Seller pays an amount in discharge of any Claim, the Purchaser or the Company recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party (including but not limited to an insurer) a sum which indemnifies or compensates the Purchaser or Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall procure that, before steps are taken to enforce a Claim against the Seller following notification under Clause 9.1, reasonable steps are taken to enforce the recovery against the third party (including but not limited to an insurer) and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery.
Purchaser’s Right to Recover. 9.10.1 Recovery for direct Losses Seller shall only be liable in respect of direct losses and shall not be liable in respect of any indirect or consequential losses.
9.10.2 Recovery from third parties Purchaser shall, and shall procure that any other relevant member of Purchaser’s Group shall, promptly take all reasonably necessary steps to enforce recovery against all third parties in respect of Losses that are the subject matter of a claim against Seller. If, before Seller pays an amount in discharge of any claim under this Agreement, any member of Purchaser’s Group has recovered (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates any member of Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, then Seller’s obligations shall be reduced to the extent of the recoveries so received by any member of Purchaser’s Group. If Seller has paid an amount in discharge of any claim under this Agreement and any member of Purchaser’s Group subsequently recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates any member of Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, then Purchaser shall procure that the relevant member of Purchaser’s Group forthwith pays to Seller the amount recovered, less any costs and expenses reasonably incurred in obtaining such recovery and limited to the amount actually paid by Seller in respect of the claim.