Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Springleaf Holdings, Inc.), Asset and Share Purchase Agreement (Advanstar Inc), Stock Purchase Agreement (Marsh & McLennan Companies, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Losses and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “"Potential Contributor”") based on the underlying Claim claim or demand asserted against the Indemnifying Party, the Indemnified Party shall shall, to the extent permitted by Law or any applicable contractual arrangement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Verizon Wireless Inc), Contribution and Formation Agreement (Cingular Wireless LLC), Contribution and Formation Agreement (SBC Communications Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (Arrowhead Research Corp), Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Stock Purchase Agreement (Banctec Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 12.02 and it is reasonably likely that the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 3 contracts
Samples: Purchase Agreement (Quicksilver Resources Inc), Purchase Agreement (Quicksilver Resources Inc), Purchase Agreement (Crestwood Holdings LLC)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Losses and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall shall, to the extent permitted by Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 3 contracts
Samples: Indemnification Agreement (Assured Guaranty LTD), Stock Purchase Agreement (Diageo PLC), Purchase Agreement (Assured Guaranty LTD)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 this Article 10 and the Indemnified Party potentially could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party), the Indemnified Party shall shall, to the fullest extent permitted under Applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Acquisition Agreement (Oriental Financial Group Inc), Subscription Agreement (Oriental Financial Group Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an the Indemnifying Party in respect of any Damages pursuant to Section 11.02 8.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Share Purchase Agreement (Alliance Capital Management Holding Lp), Share Purchase Agreement (Alliance Capital Management L P)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 12.2 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Acquisition Agreement (Micron Technology Inc), Acquisition Agreement (Pixtech Inc /De/)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kendle International Inc), Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 or 11.05 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall use commercially reasonable efforts to assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Decrane Aircraft Holdings Inc), Stock Purchase Agreement (Decrane Holdings Co)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”"POTENTIAL CONTRIBUTOR") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nalco Energy Services Equatorial Guinea LLC), Purchase Agreement (RJR Nabisco Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 this Article VIII and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bear State Financial, Inc.), Stock Purchase Agreement (Beneficial Bancorp Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Losses and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim or demand asserted against the Indemnifying Party, the Indemnified Party shall shall, to the extent permitted by Law or any applicable contractual arrangement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Contribution and Formation Agreement (Earthlink Inc), Contribution and Formation Agreement (Superior Essex Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 10.02 or Section 10.03 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hubbell Inc), Stock and Asset Purchase Agreement (Us Industries Inc /De)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 10.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party Third Party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Patent Assignment Agreement (RXi Pharmaceuticals Corp), Asset Purchase Agreement (Opko Health, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 10.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock Purchase Agreement (Kintera Inc)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Losses and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall shall, to the extent permitted by Law and subject to Section 2.3 of the Separation Agreement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall shall, to the extent permitted by Applicable Law, assign or cause its Affiliates to assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party other than an insurance company (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraco Pharmaceutical Laboratories LTD)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Indemnified Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Borg Warner Security Corp)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party actually in respect of any Damages pursuant to Section 11.02 10.2 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sigmatron International Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 8.6 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 11.2 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “"Potential Contributor”") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Recapitalization Agreement (Knowles Electronics LLC)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Section 7.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 12.02 and the Indemnified Party could have recovered all or a part of such ----- Damages from a third party (a “Potential Contributor”"POTENTIAL CONTRIBUTOR") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dominos Pizza Government Services Division Inc)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Losses and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “"Potential Contributor”") based on the underlying Claim claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall shall, to the extent permitted by Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 7.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party Third Party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase and Exclusive License Agreement (Arrowhead Research Corp)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 9.2 and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 12.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 11.2 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Imperial Tobacco Group PLC)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Indemnified Losses and the Indemnified Party could have recovered all or a part of such Damages Indemnified Losses from a third party (including any insurance) (a “Potential ContributorContributer”) based on the underlying Claim or demand asserted against the Indemnifying Indemnified Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor Contributer as are necessary to permit the Indemnifying Party to recover from the Potential Contributor Contributer the amount of such payment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lennar Corp /New/)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 9.02 or Section 9.03 and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor such third party as are necessary to permit the Indemnifying Party to recover from the Potential Contributor such third party the amount of such payment.
Appears in 1 contract
Samples: Share Purchase Agreement (Comverse Technology Inc/Ny/)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 10.02 and it is reasonably likely that the Indemnified Party could have recovered all or a part of such Damages from a third party Third Party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Contribution Agreement (Crestwood Midstream Partners LP)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Section 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. 13.16 If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Claim pursuant to Section 11.02 Clause 12 and the Indemnified Party could have recovered all or a part of such Damages Claim from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Joint Venture Formation Agreement (Dow Chemical Co /De/)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Loss pursuant to Section 11.02 8.2 or Section 8.3 and the Indemnified Party could have recovered all or a part of such Damages Loss from a third party Third Party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 9.02 and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 9.2 and the Indemnified Party or its Affiliates could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign assign, or cause its Affiliates to assign, such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Whirlpool Corp /De/)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 9.2 and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Share Purchase Agreement (Micronet Enertec Technologies, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 8.1 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party that is not its Affiliate (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harry & David Holdings, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages Losses pursuant to Section 11.02 13.02 or 13.03 and the Indemnified Party could have recovered all or a part of such Damages Losses from a third party (a “Potential Contributor”"POTENTIAL CONTRIBUTOR") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights (provided that such rights are assignable) to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase Option Agreement (WTNH Broadcasting Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 ARTICLE 10 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase Agreement (FirstEnergy Solutions Corp.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 7.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Equity Parts and Shares Pledge Agreement (Wireless Facilities Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 11.02 Clause 11.2 and the Indemnified Party could have recovered all or a part of such those Damages from a third party (each, a “Potential Contributor”"POTENTIAL CONTRIBUTOR") based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such those of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such that payment.
Appears in 1 contract
