6.6 The Buyer shall procure that the Covenantors and their duly authorised agents are allowed such reasonable access to the books, accounts personnel, correspondence and documentation of the Company and such other assistance as may be reasonably required to enable the Covenantors to exercise their rights under this clause 6.
7 Recoveries
7.1 If the Buyer or the Company is or may be entitled to a Recovery, the Buyer shall, or shall procure that the Company shall:
7.1.1 notify the Covenantors in writing of the existence or possibility of the right to Recovery as soon as reasonably practicable; and
7.1.2 provided the Covenantors shall have indemnified and secured the Buyer and the Company against all reasonable costs, losses, damages and additional Tax that may arise as a result of the Recovery to the reasonable satisfaction of the Buyer, take all reasonable steps to enforce such Recovery, keeping the Covenantors regularly informed of the progress of such steps, provided that the Buyer and the Company shall not be obliged to take any action which is likely to affect the future conduct of the business of the Buyer or the Company or affect the rights or reputations of any of them. 7.2 If the Buyer or the Company recovers any sum in accordance with clause 7.1 above and the Covenantors have already made a payment to the Buyer under this Deed, the Buyer shall promptly pay to the Covenantors the lesser of: 7.2.1 the sum so recovered by the Buyer or the Company from such other person (including sums recovered in respect of costs and interest received in respect of the sum recovered, but less any reasonable costs of recovery not previously reimbursed, and less any Tax which is, or, but for the availability of a Buyer’s Relief would be, chargeable on the sum recovered); and 7.3 To the extent that the Recovery is not used under the provisions of clause 7.2 above, it shall be carried back and shall be set against any payments already made by the Covenantors under this Deed, in which case the lesser of the Recovery and the aggregate of the payments already made shall be repaid promptly by the Buyer to the Covenantors. 7.4 To the extent that such Recovery is not used under the provisions of clauses 7.2 and 7.3 above, it shall be carried forward and used to reduce or extinguish any future payments which become due from the Covenantors under this Deed. 7.2.2 any payment previously made by the Covenantors to the Buyer under clause 2 of this Deed.
70
Made with FlippingBook Learn more on our blog