Common use of Purchaser’s Right to Recover Clause in Contracts

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. 12.7.1 If 11.13.1 If, before the Seller pays an amount in discharge of any Seller’s Warranty Claim under or otherwise in connection with this Agreement, any Relevant Purchaser is entitled to recover (whether by payment, set-off, discount, credit, relief, insurance or any other member of the Purchaser’s Group otherwise) from a third party (including the Group Companiesinsurance company) has a right to recover sum which indemnifies or has been indemnified by compensates any third party, including an insurer, in respect Relevant Purchaser (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 Loss which is the extent that the Purchaser or any other member subject matter of the PurchaserSeller’s GroupWarranty Claim, then at the election and in the sole discretion of the Seller: (a) has recovered pursuant the Purchaser shall procure that, before steps are taken to enforce a Seller’s Warranty Claim against the Seller following notification under Clause 13.2 (Notification of claims) all reasonable steps are taken to enforce recovery against the third party, and any Right to Recover actual recovery (after deducting all less any 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 obtaining such recovery)) shall reduce or satisfy, as the case may be, such Seller’s Warranty Claim to the extent of such recovery; or (b) would have had a Right to Recover if the insurance policies effected by or for the benefit Purchaser shall procure that all such rights of recovery of the Group Companies which Relevant Purchaser 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 ceded to the Purchaser in respect of a Claim (other than in relation to the Specific Indemnity) and the Purchaser Seller, or any other another member of the PurchaserSeller’s Group as designated by the Seller. 11.13.2 If the Seller has paid an amount in discharge of any Seller’s Warranty Claim under or otherwise in connection with this Agreement and any Relevant Purchaser is subsequently entitled to recover (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a Right to Recover third party (including the insurance company) a sum which relates indemnifies or compensates any Relevant Purchaser (in whole or in part) to in respect of the Loss which is the subject matter that gave rise to such Claim (other than of the Seller’s Warranty Claim, then at the election and in relation to the Specific Indemnity), sole discretion of the Purchaser shall as soon as reasonably possible notify the Seller thereof andSeller: (a) the Purchaser shall procure that all steps are taken to enforce such recovery and shall, or shall procure that the relevant members of Relevant Purchaser shall, pay to the Purchaser’s Group take commercially reasonable efforts Seller, as soon as practicable after receipt, an amount equal to: (i) any sum recovered from the third party less any costs and expenses reasonably incurred in obtaining such recovery and less any Taxation attributable to exercise and enforce such Right it or, if less; (ii) the amount previously paid by the Seller to Recoverthe Purchaser or any Relevant Purchaser less any Taxation attributable to it; andor (b) pay (or repay, as the case may be) Purchaser shall procure that all such rights of recovery of the Relevant Purchaser are ceded to the Seller Seller, or another member of the lower of any amount so recovered (after deducting all reasonable costs incurred by the Purchaser or the Seller’s 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 as designated by the Seller, in either case within 10 (ten) Business Days after receipt of the recovered amount.

Purchaser’s Right to Recover. 12.7.1 If the Purchaser Sellers may be liable to pay, or a Relevant Seller has paid, an amount in discharge of any claim under this Agreement (other than a Tax Claim) and or any other Transaction Document and any member of the Purchaser’s Group is entitled to recover from a third party a sum (or to the extent quantifiable and attributable to the relevant matter is entitled to a discount, credit or relief from a third party) which indemnifies or compensates such 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) in respect of a the loss or liability which was the subject matter which has given rise to, or could give rise to, a Claim (a Right to Recover), other than in relation to of the Specific Indemnityclaim, the Purchaser shall: Table of Contents (a) notify shall procure that, subject to the Seller of Sellers indemnifying the Right to Recover as soon as reasonably possible; and (b) use commercially reasonable efforts to exercise and enforce, and ensure that each Purchaser against any Losses incurred by the relevant member of the Purchaser’s Group exercises in pursuing such recovery, such steps are taken as the Sellers may reasonably require to enforce such recovery and: 10.11.1 where the Sellers have not at the relevant time paid an amount in discharge of any such claim, upon receipt or realisation of any such recovery, such recovery (less any costs, charges and enforces, each Right to Recover. 12.7.2 The Seller shall expenses not be liable so indemnified (including any Tax arising as a result of such recovery after taking into account any Tax Relief available in respect of a Claim (other than in relation any matter giving rise to the Specific Indemnity) to the extent that the Purchaser claim 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 the payment that would have been due pursuant to clause 10.11.2 had the Sellers already paid an amount in relation to the Specific Indemnity) and the Purchaser or any other member discharge of the Purchaser’s Group has a Right to Recover which relates (claim) incurred in whole obtaining such recovery) shall reduce 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 repaysatisfy, as the case may be) , such claim to the Seller extent of such recovery; or 10.11.2 where the lower Sellers have already paid an amount in discharge of any such claim, the Purchaser shall pay (or shall procure the payment to) the Sellers as soon as practicable after receipt or realisation of the benefit, respectively, an amount equal to: (i) the amount so recovered or otherwise so realised from the third party less any costs, charges and expenses (including any Tax arising as a result of such recovery after deducting all reasonable costs taking into account any Tax Relief available in respect of any matter giving rise to the claim or in respect of the payment pursuant hereto) incurred in obtaining such recovery and not otherwise indemnified by the Purchaser or Sellers; or, if less (ii) the Group Company in recovering that sum and any Tax amount previously paid or payable by the Purchaser or the Group Company in relation to such recovery) or the relevant amount paid Sellers to the Purchaser by the Seller, in either case within 10 (ten) Business Days after receipt of the recovered amountless any Taxation attributable to it.