Common use of Assignment of Claims Clause in Contracts

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) receives any payment from SES in respect of any Losses pursuant to Section 10.2 and the 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 SES, the 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 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE 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 indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES the Indemnifying Party in respect of any Losses pursuant to Section 10.2 and the 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 SESthe Indemnifying Party, the GE 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 SES the 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 recovery of Losses. (b) Except with respect to claims based on fraud and claims for equitable relief, after the Potential Contributor any defense 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 payment of the same, such assignment shall not take place and the GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified PartyLicensing Agreement).

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 Article 7 and the GE Indemnified Party could have recovered all or a part of such Losses from a third party Third Party (a “Potential Contributor”"POTENTIAL CONTRIBUTOR") based on the underlying claim for indemnification asserted against SESthe Indemnifying Party, the 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 SES the Indemnifying Party to recover from the Potential Contributor the amount of such paymentpaid by it as indemnification to the Indemnified Party. If any such assignment would afford Any payment subsequently received by the Indemnifying Party from a Potential Contributor any defense in relation to the payment of to the same, such assignment shall not take place and the GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Indemnified Party in the amount of any insurance deductible or similar amount payment required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party, (ii) second to the Indemnifying Party plusin an amount equal to the payments made to the Indemnified Party, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the plus reasonable costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SES’s 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. 11.6.1 If any indemnified party of the GE Entities (a “GE Indemnified Party”) Purchaser receives any payment from SES Seller in respect of any Losses pursuant to Section 10.2 11.2 and the GE 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 SESSeller, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Purchaser Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Purchaser Indemnified Party prior to SES Seller being required to make any payment to the GE Purchaser Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (ii) second, second to SES Seller in an amount equal to the aggregate payments made by SES Seller to the GE 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 (iii) the balance, if any, to the GE 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 indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8(b) and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) third, the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 Article 9 and the GE 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 for indemnification asserted against SESthe Indemnifying Party, the 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 SES the Indemnifying Party to recover from the Potential Contributor the amount paid by it as indemnification to the Indemnified Party, it being understood that the Indemnifying Party shall act reasonably so as to not hinder the operations of such paymentthe Indemnified Party. If any such assignment would afford Any payment subsequently received by the Indemnifying Party from a Potential Contributor any defense in relation to the payment of to the same, such assignment shall not take place and the GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Indemnified Party in the amount of any insurance deductible or similar amount payment required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party, (ii) second to the Indemnifying Party plusin an amount equal to the payments made to the Indemnified Party, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the plus reasonable costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES PBI in respect of any Losses pursuant to Section 10.2 8.2 or Tax Losses pursuant to Section 8.4 and the GE 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 SESPBI, the GE 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 SES PBI 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 GE Seller Indemnified Party will, at SES’s direction and expense, take all reasonable actions to seek to recover such claim receives any payment from such Potential Contributor. Any payment received the Buyer 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 SES or as are necessary to permit the relevant GE Indemnified Party as provided in Buyer to recover from the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in 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 GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Indemnifying Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES Seller in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESSeller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESSeller’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 SES Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, distributed (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES Seller being required to make any payment to the GE Buyer Indemnified Party Party, plus, in the case of any claim by a GE 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, (iib) second, to SES Seller in an amount equal to the aggregate payments made by SES Seller to the GE 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 (iiic) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES any Indemnifying Party in respect of any Losses pursuant to Section 10.2 8.2 or Section 8.3, as applicable, and the 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 SESthe Indemnifying Party, the 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 SES the 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 GE Indemnified Party will, at SES’s the 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 SES the Indemnifying Party or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Indemnifying Party in an amount equal to the aggregate payments made by SES the Indemnifying Party to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES Seller in respect of any Losses pursuant to Section 10.2 7.1 and the GE 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 SESSeller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESSeller’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 SES Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentenceParty, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES Seller in an amount equal to the aggregate payments made by SES Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Acquiror Indemnified Party”) Party receives any payment from SES the Securityholders in respect of any Losses pursuant to Section 10.2 7.2 and the GE 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 SESthe Securityholders, the GE 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 SES the 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 GE Acquiror Indemnified Party will, at SESthe Stockholder 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 SES the Stockholder Representative or the relevant GE Acquiror Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Acquiror Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Acquiror Indemnified Party prior to SES the Securityholders being required to make any payment to the GE Acquiror Indemnified Party plus, in the case of any claim by a GE 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, (iib) second, to SES the Securityholders in an amount equal to the aggregate payments made by SES the Securityholders to the GE Acquiror Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Acquiror Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES any Indemnifying Party in respect of any Losses pursuant to this Section 10.2 11.7 and the 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 SESthe Indemnifying Party, the 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 SES the 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 GE Indemnified Party will, at SESIndemnifying 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 SES the Indemnifying Person or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE 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 GE Indemnified Party prior to SES the Indemnifying Person being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 Article 7 and the GE 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 for indemnification asserted against SESthe Indemnifying Party, the 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 SES the Indemnifying Party to recover from the Potential Contributor the amount of such paymentpaid by it as indemnification to the Indemnified Party. If any such assignment would afford Any payment subsequently received by the Indemnifying Party from a Potential Contributor any defense in relation to the payment of to the same, such assignment shall not take place and the GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Indemnified Party in the amount of any insurance deductible or similar amount payment required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party, (ii) second to the Indemnifying Party plusin an amount equal to the payments made to the Indemnified Party, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the plus reasonable costs and expenses incurred in investigating, prosecuting, defending or otherwise incurred in connection with addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES Licensee in respect of any Losses pursuant to this Section 10.2 14 and the 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 SESthe Indemnified Party, the 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 SES 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 GE Indemnified Party will, at SESLicensee’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 SES Licensee or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Potential Contributor being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES Licensee in an amount equal to the aggregate payments made by SES Licensee to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Sellers in respect of any Losses pursuant to Section 10.2 9.2 and the GE 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 SESthe Sellers, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESCoeur 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 SES Coeur Mining or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Sellers being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Sellers in an amount equal to the aggregate payments made by SES Coeur Mining to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) third, the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES any Indemnifying Party in respect of any Losses pursuant to this Section 10.2 11.7 and the 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 SESthe Indemnifying Party, the 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 SES the 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 GE Indemnified Party will, at SESthe Indemnifying 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 SES the Indemnifying Party or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE 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 GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller or the Parent in respect of any Losses Damages pursuant to Section 10.2 9.2 and the GE 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 SESthe Seller or the Parent, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the Parent or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller or the Parent being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Seller or the Parent in an amount equal to the aggregate payments made by SES the Seller or the Parent to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE 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 indemnified party of the GE Entities (a “GE Indemnified Party”) Purchaser Indemnitee receives any payment from SES the Company in respect of any Losses pursuant to Section 10.2 and the GE 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 SESthe Company, the GE 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 SES the 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 GE Indemnified Party Purchaser Indemnitee will, at SESthe Company’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 SES the Company’s or the relevant GE Indemnified Party Purchaser Indemnitee as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party Purchaser Indemnitee in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party Purchaser Indemnitee prior to SES the Company being required to make any payment to the GE Indemnified Party Purchaser Indemnitee plus, in the case of any claim by a GE 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, (ii) second, to SES the Company in an amount equal to the aggregate payments made by SES the Company to the GE 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 (iii) the balance, if any, to the GE Indemnified Party.Purchaser Indemnitee. [Signature Page Follows]

Assignment of Claims. If any indemnified party Indemnified Party or any of the GE Entities (a “GE Indemnified Party”) its Affiliates receives any payment from SES any Indemnitor in respect of any Losses pursuant to Section 10.2 this Article XI and the GE 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 SESthe Indemnitor, the GE 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 SES the 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 GE Indemnified Party will, at SESIndemnitor’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 SES the Indemnitor or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE 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 GE Indemnified Party prior to SES the Indemnitor being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES Seller in respect of any Losses Loss and Expense pursuant to Section 10.2 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 GE 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 SESSeller or Buyer, as applicable, the GE 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 SES 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 GE Buyer Indemnified Party willor Seller Indemnified Party, as applicable, shall, at SES’s Seller'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 SES Seller, Buyer or the relevant GE Buyer Indemnified Party or Seller Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any indemnifying party who previously made an indemnity payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES indemnified party in an amount equal to the aggregate payments made by SES such indemnifying party to the GE 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 (iiib) the balance, if any, to the GE Indemnified Partyindemnified party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives or is entitled to receive any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 7.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE 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, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE 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 (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives or is entitled to receive any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 7.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SES’s 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE 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, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE 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 (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses Damages pursuant to Section 10.2 9.02 and the GE 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 SESthe Indemnified Party, the GE 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 SES the 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 GE Indemnified Party will, at SES’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 amounts expended by Seller to indemnify any Buyer Indemnitee under this Agreement. Indemnification Sole and Exclusive Remedy . Except with respect to (a) claims 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 sole and exclusive remedies set forth in this Article IX. Nothing in this Section 9.08 shall limit a party’s right to bring a claim for Fraud to the extent such claim against the Potential Contributor 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 (whether by SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributedDel. Ch. 2006). Furthermore, (i) firstBuyer and Seller acknowledge and agree that, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, except in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE 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 (iii) the balance, if any, in any certificate delivered by Seller pursuant to the GE Indemnified Party.this Agreement:

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 and the 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 SESthe Indemnifying Party, the 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 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 GE Indemnified Party willshall, at SESthe Indemnifying 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 SES the Indemnifying Party or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Indemnifying Party in an amount equal to the aggregate payments made by SES the Indemnifying Party to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Person receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.1(a) and the GE 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 SESthe Seller, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party Person in the amount of any deductible or similar amount required to 50 be paid by the GE Buyer Indemnified Party Person prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party Person plus, in the case of any claim by a GE 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, (iib) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE 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 (iiic) the balance, if any, to the GE Buyer Indemnified PartyPerson.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Sellers in respect of any Losses pursuant to Section 10.2 9.2 and the GE 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 SESthe Sellers, and the Buyer Indemnified Party elected not to pursue such third party claim, the GE 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 SES the 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 GE Buyer Indemnified Party will, at SES’s the 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 SES the Sellers or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid or borne by the GE Buyer Indemnified Party prior to SES the Sellers being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Sellers in an amount equal to the aggregate payments made by SES the Sellers to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller Indemnifying Parties in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller Indemnifying Parties, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall will be distributed, (i) first, first to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller Indemnifying Parties being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (ii) second, second to SES the Seller Indemnifying Parties in an amount equal to the aggregate payments made by SES the Seller Indemnifying Parties to the GE 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 (iii) the balance, if any, to the GE 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 indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 7.2 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SES’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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 10.02 or Section 10.03 and the GE Indemnified Party could could, in the reasonable judgment of the Indemnifying Party, have recovered all or a part of such Losses from a third party (a “Potential Contributor”) ), including without limitation under any Producer Agreement, Reinsurance Agreement or On-Risk Business Agreement, based on the underlying claim asserted against SESthe Indemnifying Party, the GE 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 SES the 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as ; provided in the immediately preceding sentence) shall be distributed, (i) firstthat, to the GE extent the Indemnified Party has a material, ongoing business relationship with the Potential Contributor, the Indemnifying Party shall consult with the Indemnified Party in good faith regarding proceeding in a manner that seeks to minimize the amount adverse effect of any deductible or similar amount required to be paid by the GE such proceeding on such business relationship. The parties further agree that no Buyer Indemnified Party prior shall have any obligation under this Section 10.06 or under Section 10.07 to SES being required assert or pursue any right to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending recover or otherwise addressing seek or attempt to recover, or to assign or subrogate to Seller any right to recover or opportunity to seek or attempt to recover, any amounts that may be available under Buyer’s applicable insurance policies; provided, that this shall in no way limit Buyer’s obligation under Section 10.05 of the AFLIAC Stock Purchase Agreement, including with respect to certain insurance policies set forth on Schedule 3.30(a) to such claim, (ii) second, to SES in an amount equal to the aggregate payments made by SES to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Partyagreement.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller or Seller Parent in respect of any Losses pursuant to Section 10.2 8.2 and the GE 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 SESthe Seller or Seller Parent, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller or Seller Parent being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimParty, (ii) second, second to SES the Seller or Seller Parent in an amount equal to the aggregate payments made by SES the Seller or Seller Parent to the GE 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 (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.2 or claims against the Escrow under Section 2.7 and the GE 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 SESthe Seller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SESthe 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided earlier in the immediately preceding sentencethis section) shall be distributed, (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentenceabove, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Buyer Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. (a) If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES Seller in respect of any Losses pursuant to Section 10.2 12.1 and the GE 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 SESSeller, the GE 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 SES 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 GE Buyer Indemnified Party will, at SES’s Seller'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 SES Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, : (i) first, to the GE Buyer Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party prior to SES Seller being required to make any payment to the GE Buyer Indemnified Party plus, in the case of any claim by a GE Buyer Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, ; (ii) second, to SES Seller in an amount equal to the aggregate payments made by SES Seller to the GE 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 (iii) the balance, if any, to the GE Buyer Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 7.1 and the 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 SESthe Seller, the 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 SES 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 GE Indemnified Party will, at SES’s 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 SES the Seller or the relevant GE Buyer Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Seller being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE Indemnified Party Party, in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party 1.1.1 Subject to the terms and conditions of the GE Entities (this Agreement, each contributor listed as a “GE Indemnified Party”) receives any payment from SES in respect of any Losses pursuant to Section 10.2 and the GE Indemnified Party could have recovered all or a part of such Losses from a third party Contributor” on Schedule 1 (each, a “Potential Contributor”) based shall assign all of the Contributor’s right, title and interest in and to the such independent claim or claims of evidenced by proof of claim as contained in the “Folder ID” corresponding to the Contributor’s name on Schedule 1 claiming in the underlying claim asserted against SES, the 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 SES to recover from the Potential Contributor the aggregate amount of such payment. If any such assignment would afford approximately the Potential Contributor any defense “Claimed Amount” set forth next to the payment Contributor’s name on Schedule 1 in any Action to be brought by the Company to seek damages on such Claims (each, a “Claim”), and all rights and benefits of the sameContributor relating to the Claims, such assignment shall not take place and the GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, including without limitation: (i) firstthe Contributor’s right to receive interest, penalties and fees, if any, which may be paid with respect to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimClaims, (ii) secondany actions, to SES claims, rights or lawsuits of any nature whatsoever, whether against any defendant or any other party, arising out of or in an amount equal to connection with the aggregate payments made by SES to the GE Indemnified Party in respect of such claimClaims, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) all cash, securities, instruments and other property which may be paid or issued by any defendant in satisfaction of the balanceClaims (collectively, if anythe “Transferred Rights”). 1.1.2 Each Contributor hereby irrevocably appoints the Manager as its true and lawful attorney-in-fact solely with respect to the Transferred Rights, and authorizes the Manager to act in Assignor’s name, place and stead, to demand, sue for, compromise and recover all such amounts which are, or may hereafter become due and payable for, or on account of the GE Indemnified PartyTransferred Rights herein assigned. Each Contributor hereby grants unto the Manager full authority to do all things necessary to enforce the Transferred Rights and the Contributor’s rights there under. Each Contributor agrees that the powers granted in this paragraph are discretionary in nature and exercisable at the sole option of the Manager. In the event that the Manager obtains knowledge that an objection to the Claim or the Transferred Rights has been made, the Manager shall promptly notify such Contributor in writing and each Contributor shall take such further action, at its own expense, as may be reasonably necessary or desirable or otherwise reasonably requested by the Manager to uphold and defend the amount of the Transferred Rights and effect the assignment of Claims and any payments or distributions on account of the Transferred Rights to the Company including, without limitation, the execution of appropriate transfer powers, corporate resolutions and consents. 1.1.3 Each Contributor and the Company respectively agrees that the Company shall issue to each Contributor that one Governance Token to each independent Claim to the “Wallet Address” as set forth opposite such Contributor’s name on Schedule 1 pursuant to Section 1.2 below after the execution of this Agreement.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Party receives any payment from SES Sellers in respect of any Losses pursuant to Section 10.2 and the GE 7.2 or any Seller Indemnified Party receives any payment from Buyer in respect of any Losses pursuant to Section 7.3 and 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 SESSellers or Buyer, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, first to the GE Buyer Indemnified Party or Seller Indemnified Party, as applicable, in the amount of any deductible or similar amount required to be paid by the GE such Buyer Indemnified Party or Seller Indemnified Party, as applicable, prior to SES Sellers or Buyer, as applicable, being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claimparty, (ii) secondsecond to Sellers or Buyer, to SES as applicable, in an amount equal to the aggregate payments made by SES Sellers to the GE 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 (iii) the balance, if any, to the GE Buyer Indemnified Party or Seller Indemnified Party, as applicable.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives -------------------- any payment from SES any Indemnifying Party in respect of any Losses pursuant to Section 10.2 8.2 or Section 8.3, as applicable, and the 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 SESthe Indemnifying ----------- Party, the 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 SES the 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 GE Indemnified Party will, at SES’s the 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 SES the Indemnifying Party or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE an Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES the Indemnifying Party in an amount equal to the aggregate payments made by SES the Indemnifying Party to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES an Indemnifying Party in respect of any Losses pursuant to Section 10.2 or 10.3, as the case may be, and the GE 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 SESthe Indemnifying Party, the GE 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 SES the 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 GE Indemnified Party will, at SESthe Indemnifying 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 SES the Indemnifying Party or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Indemnifying Party being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (iib) second, to SES the Indemnifying Party in an amount equal to the aggregate payments made by SES the Indemnifying Party to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim and (iiic) the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Indemnified Party”) Party receives any payment from SES Licensee or any Other Licensee in respect of any Losses pursuant to this Section 10.2 12 and the 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 SESthe Indemnified Party, the 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 SES 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 GE Indemnified Party will, at SESLicensee’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 SES Licensee, any Other Licensee or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the GE Indemnified Party in the amount of any deductible or similar amount required to be paid by the GE Indemnified Party prior to SES the Potential Contributor being required to make any payment to the GE Indemnified Party plus, in the case of any claim by a GE the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to SES Licensee or any Other Licensee, as applicable, in an amount equal to the aggregate payments made by SES Licensee or any Other Licensee, as applicable, to the GE Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim claim, and (iii) third, the balance, if any, to the GE Indemnified Party.

Assignment of Claims. If any indemnified party of the GE Entities (a “GE Buyer Indemnified Party”) Person receives any payment from SES the Seller in respect of any Losses pursuant to Section 10.2 8.1(a) and the GE 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 SESthe Seller, the GE 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 SES 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 GE Indemnified Party will, at SES’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 SES or the relevant GE Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (ia) first, to the GE Buyer Indemnified Party Person in the amount of any deductible or similar amount required to be paid by the GE Buyer Indemnified Party Person prior to SES the Seller being required to make any payment to the GE Buyer Indemnified Party Person plus, in the case of any claim by a GE 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, (iib) second, to SES the Seller in an amount equal to the aggregate payments made by SES the Seller to the GE 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 (iiic) the balance, if any, to the GE Buyer Indemnified PartyPerson.