Newsletter-21

68 NEWSLETTER 2016 or the proceeding at its sole discretion. If the case is conducted by the seller, the purchaser should, and should procure to the company to, provide the seller with all necessary information, documents and assistance, and to provide access to the company’s premises, accounts, records, etc. in order for the seller to be able to make the required defence. In the event that the defence is not assumed by the seller and, therefore, is conducted by the purchaser, it is the obligation of the seller to provide the requested information. The SPAs also regulate that the purchaser shall not, and shall procure the company not to, make any admission of liability or settlement without the prior written consent of the seller. Mitigation Indemnity clauses may burden the purchaser with the obligation to take, and to procure the company to take, all reasonable steps to avoid or mitigate any loss or damage incurred by it, prior to directing a claim against the seller. Remediable Breaches Indemnity clauses may provide for the opportunity to remedy the breach so that the seller shall not be liable for such claim to the extent that the fact, matter or circumstance giving rise to such claim is remediable, and is remedied by or at the expense of the seller within a determined time period. The purchaser may be required to cooperate with the seller in such rectification process as and when necessary. In such cases, the purchaser shall be entitled to direct the relevant claim towards the seller only if the breach has not been remedied. No Double Recovery Indemnity clauses often prevent the purchaser to recover more than once in respect of the same matter, fact or circumstance upon which the relevant claim is based. Further, if the seller made any pay- ment to the purchaser as indemnification and the purchaser and/or the subject company is entitled to recover from any other person or under any insurance coverage any amount in respect of the relevant claim, the purchaser shall be required to assign such right to receivables to