Common use of Assignment of Claims Clause in Contracts

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer indemnified party of the GE Entities (a “GE Indemnified Party Party”) receives any payment from the Seller SES in respect of any Losses pursuant to Section 8.2 10.2 and the Buyer GE Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerSES, the Buyer GE Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller SES to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer GE Indemnified Party will, at the SellerSES’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller SES or the relevant Buyer GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer GE Indemnified Party prior to the Seller SES being required to make any payment to the Buyer GE Indemnified Party plus, in the case of any claim by a Buyer GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller SES in an amount equal to the aggregate payments made by the Seller SES to the Buyer GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer GE Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 8(b) and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “"Potential Contributor”") based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s 's direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. (a) The amount of Losses recoverable by an Indemnified Party under this Article X with respect to an indemnity claim shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Losses to which such indemnity claim relates, from an insurance carrier; provided, however, that the neither party shall not be required to maintain such insurance or to make claims under any such policy. If any Buyer the Indemnified Party receives any payment from the Seller Indemnifying Party in respect of any Losses pursuant to Section 8.2 10.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to recover from the Potential Contributor the amount of such payment. If ; provided that in the event such third party is an insurer, the Indemnifying Party shall reimburse the Indemnified Party for any increased premium directly attributable to any such assignment would afford the Potential Contributor any defense to the payment recovery of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, Losses. (b) secondExcept with respect to claims based on fraud and claims for equitable relief, after the Closing, the rights of the Indemnified Parties under this Article X shall be the exclusive remedy of the Indemnified Parties with respect to matters involving breaches of the representations and warranties set forth in this Agreement or otherwise covered by the indemnification provisions hereof (provided that the foregoing shall not apply to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified PartyLicensing Agreement).

Assignment of Claims. 11.6.1 If any Buyer Indemnified Party Purchaser receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 11.2 and the Buyer Purchaser Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Purchaser Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, first to the Buyer Purchaser Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Purchaser Indemnified Party prior to the Seller being required to make any payment to the Buyer Purchaser Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (bii) second, second to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Purchaser Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim claim, and (ciii) the balance, if any, to the Buyer Purchaser Indemnified Party. 11.6.2 If Seller receives any payment from Purchaser in respect of any Losses pursuant to Section 11.3 and Seller Indemnified Party could have recovered all or a part of such Losses from a Potential Contributor based on the underlying claim asserted against Purchaser, Seller Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit Purchaser to recover from the Potential Contributor the amount of such payment. Any payment received in respect of such claim shall be distributed, (i) first to Seller Indemnified Party in the amount of any deductible or similar amount required to be paid by Seller Indemnified Party prior to Purchaser being required to make any payment to Seller Indemnified Party, (ii) second to Purchaser in an amount equal to the aggregate payments made by Purchaser to Seller Indemnified Party in respect of such claim, plus costs and expenses incurred in investigating, defending or otherwise incurred in connection with addressing such claim, and (iii) the balance, if any, to Seller Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller or Seller Parent in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party Third Party (a “Potential Contributor”) ), based on the underlying claim asserted against the SellerSeller or Seller Parent, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller or Seller Parent to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, first to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller or Seller Parent being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (bii) second, second to the Seller or Seller Parent in an amount equal to the aggregate payments made by the Seller or Seller Parent to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives or is entitled to receive any payment from the Seller in respect of any Losses pursuant to Section 8.2 7.2 and the Buyer Indemnified Party could could, actually or potentially, have recovered all or a part of such Losses from a third party (a “Potential Contributor”“) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary or appropriate to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the any unreimbursed out-of-pocket costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the any unreimbursed out-of-pocket costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 7.1 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “"Potential Contributor”") based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s 's direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party Party, in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party Person receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 8.1(a) and the Buyer Indemnified Party Person could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party Person shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party Person in the amount of any deductible or similar amount required to 50 be paid by the Buyer Indemnified Party Person prior to the Seller being required to make any payment to the Buyer Indemnified Party Person plus, in the case of any claim by a Buyer Indemnified Party Person as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party Person in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (c) the balance, if any, to the Buyer Indemnified PartyPerson.

Assignment of Claims. If any Buyer Indemnified Party or any of its Affiliates receives any payment from the Seller any Indemnitor in respect of any Losses pursuant to Section 8.2 this Article XI and the Buyer Indemnified Party or any of its Affiliates could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnitor, the Buyer Indemnified Party or its applicable Affiliate shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnitor to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerIndemnitor’s direction and expensedirection, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnitor or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnitor in an amount equal to the aggregate payments made by the Indemnitor to the Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnitor being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller an Indemnifying Party in respect of any Losses pursuant to Section 8.2 10.2 or 10.3, as the case may be, and the Buyer Indemnified Party could reasonably have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall shall, to the fullest extent not prohibited by applicable Law or contract, assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to seek to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerIndemnifying Party’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Party or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Party being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller Indemnifying Party in an amount equal to the aggregate payments made by the Seller Indemnifying Party to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, as a condition to receipt of any payments hereunder, on a non-non- recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller Seller, in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 7.1 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, to the extent permitted by Law, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to attempt to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all use commercially reasonable actions efforts to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentenceParty, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Acquiror Indemnified Party receives any payment from the Seller Securityholders in respect of any Losses pursuant to Section 8.2 7.2 and the Buyer Acquiror Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerSecurityholders, the Buyer Acquiror Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Stockholder Representative, on behalf of the Securityholders, to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Acquiror Indemnified Party will, at the SellerStockholder Representative’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Stockholder Representative or the relevant Buyer Acquiror Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Acquiror Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Acquiror Indemnified Party prior to the Seller Securityholders being required to make any payment to the Buyer Acquiror Indemnified Party plus, in the case of any claim by a Buyer an Acquiror Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller Securityholders in an amount equal to the aggregate payments made by the Seller Securityholders to the Buyer Acquiror Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Acquiror Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller any Indemnifying Party in respect of any Losses pursuant to this Section 8.2 11.7 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerIndemnifying Party’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Party or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnifying Party in an amount equal to the aggregate payments made by the Indemnifying Party to the Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to the Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Party being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assignassign as a condition to receipt of any payments hereunder, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Sellers in respect of any Losses pursuant to Section 8.2 7.2 or any Seller Indemnified Party receives any payment from Buyer in respect of any Losses pursuant to Section 7.3 and the such Buyer Indemnified Party or Seller Indemnified Party, as applicable, could have recovered all or a part of such Losses from a third party Third Party (a “Potential ContributorContributor7.6" ”) based on the underlying claim asserted against the SellerSellers or Buyer, the as applicable, such Buyer Indemnified Party or Seller Indemnified Party, as applicable, to the extent permitted by applicable Law and contractual obligations, shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Sellers to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, first to the Buyer Indemnified Party or Seller Indemnified Party, as applicable, in the amount of any deductible or similar amount required to be paid by the such Buyer Indemnified Party or Seller Indemnified Party, as applicable, prior to the Seller Sellers or Buyer, as applicable, being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimparty, (bii) secondsecond to Sellers or Buyer, to the Seller as applicable, in an amount equal to the aggregate payments made by the Seller Sellers to the Buyer Indemnified Party or Buyer to the Seller Indemnified Party, as applicable, in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party or Seller Indemnified Party, as applicable.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party Purchaser Indemnitee receives any payment from the Seller Company in respect of any Losses pursuant to Section 8.2 10.2 and the Buyer Indemnified Party Purchaser Indemnitee could have recovered all or a part of such Losses Indemnified Liabilities from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerCompany, the Buyer Indemnified Party Purchaser Indemnitee shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Company to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party Purchaser Indemnitee will, at the SellerCompany’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Company’s or the relevant Buyer Indemnified Party Purchaser Indemnitee as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party Purchaser Indemnitee in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party Purchaser Indemnitee prior to the Seller Company being required to make any payment to the Buyer Indemnified Party Purchaser Indemnitee plus, in the case of any claim by a Buyer Indemnified Party Purchaser Indemnitee as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Company in an amount equal to the aggregate payments made by the Seller Company to the Buyer Indemnified Party Purchaser Indemnitee in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (ciii) the balance, if any, to the Buyer Indemnified Party.Purchaser Indemnitee. [Signature Page Follows]

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller or the Parent in respect of any Losses Damages pursuant to Section 8.2 9.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses Damages from a third party (other than a customer of the Company, provided the Buyer Indemnified Party has complied with the last sentence of this Section 9.6) (a “Potential Contributor”) based on the underlying claim asserted against the SellerSeller or the Parent, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller or the Parent to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the Parent or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller or the Parent being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller or the Parent in an amount equal to the aggregate payments made by the Seller or the Parent to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party. Notwithstanding the foregoing, the term “Potential Contributor” shall not include, and the foregoing paragraph shall not apply to, any current customer of the Company if, in each case, prior making a claim for indemnification under Section 9.2, the Buyer Indemnified Party has used commercially reasonable efforts to seek recovery of such Damages from such customer; provided, the Buyer Indemnified Parties shall not be required to commence an Action against any such customer in order to comply with this provision.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Sellers in respect of any Losses pursuant to Section 8.2 9.2 and the Buyer Indemnified Party could have recovered had a reasonable and good faith basis for recovering all or a part significant portion of such Losses from a third party (and specifically excluding Vornado Realty Trust, Vornado Realty L.P., the Buyer, any Target or Subsidiary, any Affiliate of any of the foregoing, any existing or former owner of an equity interest in any of the foregoing, any lender or servicer or collateral agent in respect of any financing binding upon any Target or Subsidiary or any assets of any of them, and any then-current tenant, in its capacity as a “tenant or occupant, at either of the Properties) (a "Potential Contributor”) "), based on the underlying claim asserted against the SellerSellers, and the Buyer Indemnified Party elected not to pursue such third party claim, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are available and necessary to permit the Seller Sellers to recover pursue recovery from the Potential Contributor of the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s Sellers' direction and at the Sellers' sole expense, take all such reasonable actions as may be requested by the Sellers to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Sellers or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid or borne by the Buyer Indemnified Party prior to the Seller Sellers being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Sellers in an amount equal to the aggregate payments made by the Seller Sellers to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assignassign as a condition to receipt of any payments hereunder, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place place, and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, distributed (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party Party, plus, in the case of any claim by a Buyer Indemnified Party Party, as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Licensee in respect of any Losses pursuant to this Section 8.2 14 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnified Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Licensee to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerLicensee’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Licensee or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Potential Contributor being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Licensee in an amount equal to the aggregate payments made by the Seller Licensee to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives or is entitled to receive any payment from the Seller in respect of any Losses pursuant to Section 8.2 7.2 and the Buyer Indemnified Party could could, actually or potentially, have recovered all or a part of such Losses from a third party (a “"Potential Contributor”") based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary or appropriate to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s 's direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the any unreimbursed out-of-pocket costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the any unreimbursed out-of-pocket costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller PBI in respect of any Losses pursuant to Section 8.2 or Tax Losses pursuant to Section 8.4 and the Buyer Indemnified Party could have recovered all or a part of such Losses or Tax Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerPBI, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller PBI to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor Seller Indemnified Party receives any defense to the payment of the same, such assignment shall not take place and from the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of any Losses pursuant to Section 8.3 or Tax Losses pursuant to Section 8.4 and the Seller Indemnified Party could have recovered all or a part of such Losses from a Potential Contributor based on the underlying claim asserted against the Buyer, the Seller Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, are necessary to permit the Buyer Indemnified Party in to recover from the Potential Contributor the amount of such payment. If the Indemnifying Party seeks to recover any deductible Losses or similar amount Tax Losses from a Potential Contributor, the Indemnified Party shall cooperate, at the Indemnifying Party’s sole cost, with the Indemnifying Party in such effort and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Indemnifying Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller any Indemnifying Party in respect of any Losses pursuant to this Section 8.2 11.7 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “”Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Person to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerIndemnifying Party’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Person or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnifying Person in an amount equal to the aggregate payments made by the Indemnifying Person to the Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to the Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Person being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer the Indemnified Party receives any payment from the Seller an Indemnifying Party in respect of any Losses Damages pursuant to Section 8.2 9.02 and the Buyer Indemnified Party could have recovered all or a part of such Losses Damages from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnified Party, the Buyer Indemnified Party shall assignshall, on a non-recourse basis and without any representation or warrantyto the extent permitted by Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to recover from the Potential Contributor the amount of such payment. If ; provided, however, that in no event shall Seller be entitled to indemnification, contribution or other form of payment from, or subrogation against, any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received Group Companies or their respective Affiliates in respect of such claim against the Potential Contributor (whether amounts expended by the Seller or the relevant to indemnify any Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, Indemnitee under this Agreement. Indemnification Sole and Exclusive Remedy . Except with respect to (a) firstclaims based on Fraud solely in respect of any representation or warranty expressly given in this Agreement or in any certificate delivered by Seller pursuant to this Agreement, (b) claims for injunctive or equitable remedies, (c) claims filed under the R&W Insurance Policy, (d) claims pursuant to Section 2.05 or (e) claims expressly permitted by the other Transaction Documents, following the Closing, indemnification pursuant to this Article IX will be the sole and exclusive monetary remedy of the Parties and any Person claiming by or through any party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, and neither Buyer nor Seller will have any other rights or remedies in connection with any breach of this Agreement or any other liability arising out of the negotiation, entry into or consummation of the transactions contemplated by this Agreement, whether based on contract, tort, strict liability, other Laws or otherwise. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the Buyer Indemnified Party sole and exclusive remedies set forth in the amount of any deductible or similar amount required this Article IX. Nothing in this Section 9.08 shall limit a party’s right to be paid by the Buyer Indemnified Party prior bring a claim for Fraud to the extent such claim cannot be waived as a matter of Delaware public policy with respect to contracts as contemplated by Abry Partners V, L.P. v. F&W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006). Furthermore, Buyer and Seller being required to make any payment to the Buyer Indemnified Party plusacknowledge and agree that, except in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party Fraud solely in respect of such claim, plus the costs and expenses incurred any representation or warranty expressly given in investigating, prosecuting, defending this Agreement or otherwise addressing such claim and (c) the balance, if any, in any certificate delivered by Seller pursuant to the Buyer Indemnified Party.this Agreement:

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses Loss and Expense pursuant to Section 8.2 9.2(a), or any Seller Indemnified Party receives any payment from Buyer in respect of any Loss or Expense pursuant to Section 9.2(b), and the Buyer Indemnified Party or Seller Indemnified Party, as applicable, could have recovered all or a part of such Losses Loss and Expense from a third party (a “"Potential Contributor”") based on the underlying claim asserted against the SellerSeller or Buyer, as applicable, the Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller or Buyer, as applicable, to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party willor Seller Indemnified Party, as applicable, shall, at the Seller’s 's or Buyer's, as applicable, direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Seller, Buyer or the relevant Buyer Indemnified Party or Seller Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any indemnifying party who previously made an indemnity payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller indemnified party in an amount equal to the aggregate payments made by the Seller such indemnifying party to the Buyer Indemnified Party indemnified party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (cb) the balance, if any, to the Buyer Indemnified Partyindemnified party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party willshall, at the SellerIndemnifying Party’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Party or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Party being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller Indemnifying Party in an amount equal to the aggregate payments made by the Seller Indemnifying Party to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Sellers in respect of any Losses pursuant to Section 8.2 9.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerSellers, the Buyer Indemnified Party shall assignassign as a condition to receipt of any payments hereunder, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Coeur Mining to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerCoeur Mining’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Coeur Mining or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Sellers being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller Sellers in an amount equal to the aggregate payments made by the Seller Coeur Mining to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives -------------------- any payment from the Seller any Indemnifying Party in respect of any Losses pursuant to Section 8.2 or Section 8.3, as applicable, and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “"Potential --------- Contributor”") based on the underlying claim asserted against the SellerIndemnifying ----------- Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to recover seek recovery from the Potential Contributor of the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction of the Indemnifying Party and expense, take all reasonable actions to seek to recover the amount of such claim payment from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Party or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Party being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Indemnifying Party in an amount equal to the aggregate payments made by the Seller Indemnifying Party to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Licensee or any Other Licensee in respect of any Losses pursuant to this Section 8.2 12 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnified Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Licensee or any Other Licensee, as applicable, to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the SellerLicensee’s or any Other Licensee’s direction and expense, as applicable, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Licensee, any Other Licensee or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Potential Contributor being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Licensee or any Other Licensee, as applicable, in an amount equal to the aggregate payments made by the Seller Licensee or any Other Licensee, as applicable, to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. (a) If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 12.1 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “"Potential Contributor”") based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. . (b) If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s 's direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. . (c) Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, : (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, ; (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party Party, in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and claim; and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller any Indemnifying Party in respect of any Losses pursuant to Section 8.2 or Section 8.3, as applicable, and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerIndemnifying Party, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Party to recover seek recovery from the Potential Contributor of the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction of the Indemnifying Party and expense, take all reasonable actions to seek to recover the amount of such claim payment from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller Indemnifying Party or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Party being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller Indemnifying Party in an amount equal to the aggregate payments made by the Seller Indemnifying Party to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) third, the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 or claims against the Escrow under Section 2.7 and the Buyer or Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Notwithstanding the foregoing, if the Potential Contributor is a continuing customer or supplier to the Business, Buyer may in its sole discretion elect not to assign such claim to Seller, or if applicable, not to pursue such claim, other than in connection with any warranties or product returns as set forth in Section 6.5. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided earlier in the immediately preceding sentencethis section) shall be distributed, (ai) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentenceabove, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (bii) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (ciii) the balance, if any, to the Buyer Indemnified Party.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller Indemnifying Parties in respect of any Losses pursuant to Section 8.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the SellerSeller Indemnifying Parties, the Buyer Indemnified Party shall will assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller Indemnifying Parties (or Representative acting on their behalf) to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall will be distributed, (ai) first, first to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller Indemnifying Parties being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (bii) second, second to the Seller Indemnifying Parties in an amount equal to the aggregate payments made by the Seller Indemnifying Parties to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim claim, and (ciii) the balance, if any, to the Buyer Indemnified Party. Any assignments or payments to be made to or for the benefit of the Seller Indemnifying Parties under this Section 8.6 will be made to or at the direction of Representative, acting on behalf of the Seller Indemnifying Parties.

Assignment of Claims. If any Buyer Indemnified Party receives any payment from the Seller in respect of any Losses pursuant to Section 8.2 7.2 and the Buyer Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Seller, the Buyer Indemnified Party shall use commercially reasonable efforts to assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Seller to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor any defense to the payment of the same, such assignment shall not take place and the Buyer Indemnified Party will, at the Seller’s direction and expense, will take all commercially reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Seller or the relevant Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (a) first, to the Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the Buyer Indemnified Party prior to the Seller being required to make any payment to the Buyer Indemnified Party plus, in the case of any claim by a Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (b) second, to the Seller in an amount equal to the aggregate payments made by the Seller to the Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (c) the balance, if any, to the Buyer Indemnified Party.