Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "Potential Contributor") based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Verizon Wireless Inc), Contribution and Formation Agreement (Cingular Wireless LLC), Stock Purchase Agreement (Verizon Wireless Inc)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangementLaw, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 3 contracts
Samples: Purchase Agreement (Assured Guaranty LTD), Stock Purchase Agreement (Diageo PLC), Indemnification Agreement (Assured Guaranty LTD)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 12.02 and it is reasonably likely that the 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 or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 3 contracts
Samples: Combined Credit Agreements (Quicksilver Resources Inc), Purchase Agreement (Crestwood Holdings LLC), Purchase Agreement (Quicksilver Resources Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Losses Damages from a third party (a "Potential ContributorPOTENTIAL CONTRIBUTOR") based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nalco Energy Services Equatorial Guinea LLC), Purchase Agreement (RJR Nabisco Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 10.02 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock Purchase Agreement (Kintera Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.2 and the Indemnified Party potentially could have recovered all or a part of such Losses Damages from a third party (a "Potential Contributor") based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall), to the extent permitted by Law applicable law or any applicable contractual arrangementcontract, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Merger Agreement (Niska Gas Storage Partners LLC), Merger Agreement
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 10.02 or Section 10.03 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock and Asset Purchase Agreement (Hubbell Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.02 or 11.05 and the 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 or demand asserted against the Indemnifying Party, the Indemnified Party shall, shall use commercially reasonable efforts to the extent permitted by Law or any applicable contractual arrangement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Decrane Aircraft Holdings Inc), Stock Purchase Agreement (Decrane Holdings Co)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Article 10 and the Indemnified Party potentially could have recovered all or a part of such Losses from a third party (a "“Potential Contributor") based on the underlying claim or demand asserted against the Indemnifying Party”), the Indemnified Party shall, to the fullest extent permitted by Law or any applicable contractual arrangementunder Applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Subscription Agreement (Oriental Financial Group Inc), Acquisition Agreement (Oriental Financial Group Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an the Indemnifying Party in respect of any Losses Damages pursuant to Section 8.02 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Share Purchase Agreement (Alliance Capital Management Holding Lp), Share Purchase Agreement (Alliance Capital Management L P)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 12.2 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Acquisition Agreement (Pixtech Inc /De/), Acquisition Agreement (Micron Technology Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Contribution and Formation Agreement (Superior Essex Inc), Contribution and Formation Agreement (Earthlink Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 10.02 and the Indemnified Party could have recovered all or a part of such Losses Damages from a third party Third Party (a "“Potential Contributor"”) based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Asset Purchase Agreement (RXi Pharmaceuticals Corp), Asset Purchase Agreement (Opko Health, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Article VIII and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Beneficial Bancorp Inc.), Stock Purchase Agreement (Bear State Financial, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.02 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kendle International Inc), Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 9.02 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 13.02 or 13.03 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "Potential ContributorPOTENTIAL CONTRIBUTOR") based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights (provided that such rights are assignable) to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase Option Agreement (WTNH Broadcasting Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages and the 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 or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law Applicable Law, assign or any applicable contractual arrangement, cause its Affiliates to assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Loss pursuant to Section 11.2 or Section 11.3 and the Indemnified Party could reasonably have recovered all or a part of such Losses Loss from a third party Person (a "Potential Contributor") based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are but only to the extent necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Purchase Agreement
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 10.02 and it is reasonably likely that the Indemnified Party could have recovered all or a part of such Losses Damages from a third party Third Party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Contribution Agreement (Crestwood Midstream Partners LP)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 9.2 and the Indemnified Party or its Affiliates could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shallshall assign, or cause its Affiliates to the extent permitted by Law or any applicable contractual arrangementassign, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Whirlpool Corp /De/)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 9.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 12.02 and the Indemnified Party could have recovered all or a part of such Losses ----- Damages from a third party (a "Potential ContributorPOTENTIAL CONTRIBUTOR") based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Merger Agreement (Dominos Pizza Government Services Division Inc)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 9.02 and the Indemnified Party could have recovered all or a part of such Losses Damages from a third party other than an insurance company (a "“Potential Contributor"”) based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraco Pharmaceutical Laboratories LTD)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Loss pursuant to Section 8.2 or Section 8.3 and the Indemnified Party could have recovered all or a part of such Losses Loss from a third party Third Party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.02 and the Indemnified Party could have recovered all or a part of such Losses Damages from a third party that is not its Affiliate (a "“Potential Contributor"”) based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harry & David Holdings, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 9.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Share Purchase Agreement (Micronet Enertec Technologies, Inc.)
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses Damages pursuant to Section 11.2 and the 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 or demand Claim asserted against the Indemnifying Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Samples: Recapitalization Agreement (Knowles Electronics LLC)
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "“Potential Contributor"”) based on the underlying claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangementand subject to Section 2.3 of the Separation Agreement, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "Potential Contributor") based on the underlying claim or demand asserted against the such Indemnifying Party, the such Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangementLaw, assign such of its rights to proceed against the Potential Contributor as are necessary to permit the such Indemnifying Party to recover from the Potential Contributor the amount of such payment.
Appears in 1 contract
Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Indemnified Losses and the Indemnified Party could have recovered all or a part of such Indemnified Losses from a third party (including any insurance) (a "“Potential Contributor"Contributer”) based on the underlying claim Claim or demand asserted against the Indemnifying Indemnified Party, the Indemnified Party shall, to the extent permitted by Law or any applicable contractual arrangement, shall assign such of its rights to proceed against the Potential Contributor Contributer as are necessary to permit the Indemnifying Party to recover from the Potential Contributor Contributer the amount of such payment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lennar Corp /New/)