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.
Appears in 1 contract
Sources: Share Purchase Agreement
Purchaser’s Right to Recover. 14.7.1 15.7.1 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 is reasonably likely to give rise to, a Claim related to the Seller’s Warranties referred to in Clause 14.3(a15.3.1(a) (a Right to Recover), the Purchaser shall:
(a) notify the Seller of the Right to Recover as soon as reasonably 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 to the Seller.fullest extent reasonably possible..
14.7.2 15.7.2 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 (reduced by any Taxes in respect thereof or any Taxes which would arise but for the availability of Relief) pursuant to any Right to Recover.
14.7.3 15.7.3 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 less any Taxes in respect thereof (or any Taxes which would arise but for the availability of Relief) 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.
Appears in 1 contract
Sources: Share Purchase Agreement