Common use of Certain Waivers; etc Clause in Contracts

Certain Waivers; etc. Sellers hereby agree that they shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are or were a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers hereby acknowledge and agree that they shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them pursuant to this Agreement. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective upon the Closing, Sellers hereby irrevocably waive, release and discharge the Company and its Affiliates from any and all liabilities and obligations to them of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree that they shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing), and in any event Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers pursuant to this Agreement.

Certain Waivers; etc. Sellers Each of Seller, Xxxxxx and Xxxxxxxxx hereby agree agrees that they it shall not (and shall cause its Affiliates not to) make any claim for indemnification against Buyer, the Company Company, its Subsidiaries or any of their respective Affiliates by reason of the fact that Sellers are Seller, Xxxxxx or were Mackenzie or any Affiliate of them is or was a shareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates Subsidiaries or are is or were was serving at the request of the Company Company, its Subsidiaries or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers each of Seller, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) hereby acknowledge acknowledges and agree agrees that they it shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates Subsidiaries with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of its Affiliates) hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates Subsidiaries from any and all liabilities and obligations to them it of any kind or nature whatsoever, whether in his its capacity as a shareholder, manager, member, officer or director of the Company or any of its Affiliates Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than but not any claims, liabilities or obligations arising under this Agreement and or any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and Sellers agree each of Seller, Xxxxxx and Xxxxxxxxx agrees that they it shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from the Company or any of its AffiliatesSubsidiaries. In no event shall the Company or any of its Affiliates Subsidiaries have any liability whatsoever to Sellers Seller, Xxxxxx or Mackenzie (or any of their Affiliates) for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)any Seller Party hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event Sellers may not seek contribution from the Company or any of its Affiliates Subsidiaries in respect of any payments required to be made by Sellers Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Company Holder hereby agree agrees that they it shall not (and shall cause its Affiliates not to) make any claim for indemnification against BuyerParent, the Company Surviving Corporation or any of their respective Affiliates by reason of the fact that Sellers are any Company Holder or were any Affiliate of any Company Holder is or was a shareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates or are is or were was serving at the request of the Company or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Indemnified Parties against Sellers the Company Holder pursuant to this Agreement or applicable law or otherwise, and Sellers each Company Holder (on its own behalf and on behalf of its Affiliates) hereby acknowledge acknowledges and agree agrees that they it shall not have any claim or right to contribution or indemnity from the Company Surviving Corporation or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Company Holder (on its own behalf and on behalf of its Affiliates) hereby irrevocably waivewaives, release releases and discharge discharges Parent, the Company Surviving Corporation and its their respective Affiliates from any and all liabilities and obligations to them it of any kind or nature whatsoever, whether in his its capacity as a shareholder, manager, member, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewithby Parent or the Surviving Corporation as contemplated herein) or otherwise at law or equity, and Sellers agree each Company Holder agrees that they it shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from Parent, the Company Surviving Corporation or any of its their respective Affiliates. In no event shall Parent, the Company Surviving Corporation or any of its their respective Affiliates have any liability whatsoever to Sellers any Company Holder (or any Affiliate of any Company Holder) for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and no Company Holder shall (and shall cause its Affiliates not to) in any event Sellers may not seek contribution from the Company Surviving Corporation or any of its Affiliates in respect of any payments required to be made by Sellers any Company Holder pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they it shall not make any claim Claim for indemnification against Buyer, the Company or any of their respective Affiliates solely by reason of the fact that Sellers are or were such Seller was a shareholder, director, officer, employee or agent stockholder of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim Claim is pursuant to any statute, charter document, bylaw, agreement Governing Document or otherwise) with respect to any action, suit, proceeding, complaint, claim Proceeding or demand Claim brought by any of the Buyer Parties Indemnitees against Sellers such Seller pursuant to this Agreement or applicable law or otherwiseARTICLE XI, and Sellers such Seller hereby acknowledge acknowledges and agree agrees that they it shall not have any claim Claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementARTICLE XI. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representationsto, warrantiesand as otherwise provided in, covenants or agreements of the Company this Agreement or the Sellers contained certificates and agreements delivered in connection with this Agreement. Except as provided , including the agreements and documents to be entered into in Section 8.11connection with the Repurchase Transactions, effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations that have arisen, occurred or accrued on or prior to them the Closing Date of any kind or nature whatsoever, whether in his the capacity as a shareholder, officer or director stockholder of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law Law or in equity, and Sellers agree each Seller agrees that they it shall not seek to recover any amounts in connection therewith or thereunder from the Company Company. Except with respect to, and as otherwise provided in, this Agreement or any of its Affiliates. In no event shall the certificates and agreements delivered in connection with this Agreement, including the agreements and documents to be entered into in connection with the Repurchase Transactions, effective upon the Closing, the Company or any of its Affiliates have any liability whatsoever to Sellers for any breaches hereby irrevocably waives, releases and discharges each of the representationsSellers from any and all liabilities that have arisen, warranties, agreements occurred or covenants accrued on or prior to the Closing Date of the Company hereunder any kind or nature whatsoever (other than agreements and covenants to be performed by the Company after the Closing), and in any event Sellers may not seek contribution from the Company or any of its Affiliates including in respect of any payments required rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding or otherwise at Law or in equity, including any and all liabilities arising under the Repurchase Agreements, and the Company agrees that it shall not seek to be made by Sellers pursuant to this Agreementrecover any amounts in connection therewith or thereunder from the Sellers.

Certain Waivers; etc. Sellers Each of Parent and Seller hereby agree that they it shall not make any claim for indemnification against the Buyer, the Company Target or any of their respective Affiliates by reason of the fact that Sellers the Parent or Seller are or were a shareholderwere, directordirectly or indirectly, officer, employee or agent equityholders of the Company Target or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity Subsidiaries (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers the Seller or Parent pursuant to this Agreement or applicable law or otherwise, and Sellers each of the Parent and Seller hereby acknowledge acknowledges and agree agrees that they it shall not have any claim or right to contribution or indemnity from the Company Target or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each of the Parent and Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company Target and its Affiliates Subsidiaries from any and all liabilities and obligations to them it of any kind or nature whatsoever, whether in his its capacity as a shareholder, officer or director stockholder of the Company Target or any of its Affiliates Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each of the Seller and Parent agrees that they it shall not seek to recover any amounts in connection therewith or thereunder from the Company Target or any of its AffiliatesSubsidiaries. In no event shall the Company Buyer, Target or any of its Affiliates their respective Subsidiaries have any liability whatsoever to Sellers the Seller or Parent for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)Target hereunder, and in any event Sellers none of the Seller or Parent may not seek contribution or indemnification from the Company Buyer, Target or any of its Affiliates their respective Subsidiaries in respect of any payments required to be made by Sellers either Seller or Parent pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they he or she shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or are is or were was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they he or she shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them him or her pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations to them him or her of any kind or nature whatsoever, whether in his or her capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, indemnification but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they he or she shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and in any event Sellers no Seller may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers a Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they he or she shall not make any claim for indemnification against BuyerBuyers, the Company Companies or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholder, director, officer, employee or agent of the Company Companies or any of its Affiliates or are is or were was serving at the request of the Company Companies or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they he or she shall not have any claim or right to contribution or indemnity from the Company Companies or any of its their Affiliates with respect to any amounts paid by them him or her pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company Companies and its their Affiliates from any and all liabilities and obligations to them him or her of any kind or nature whatsoever, whether in his or her capacity as a shareholder, officer or director of the Company Companies or any of its their Affiliates or otherwise (including in respect of any rights of contribution or indemnification, indemnification but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay periodCompanies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they he or she shall not seek to recover any amounts in connection therewith or thereunder from the Company Companies or any of its their Affiliates. In no event shall the Company Companies or any of its their Affiliates have any liability whatsoever to Sellers any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)Companies hereunder, and in any event Sellers no Seller may not seek contribution from the Company Companies or any of its their Affiliates in respect of any payments required to be made by Sellers a Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they such Seller shall not make any claim for indemnification against Holdings, Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholderequityholder, directoremployee, officermanager, employee director or agent of the Company or any of its Subsidiaries or Affiliates or are is or were was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee trustee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they such Seller shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations to them him or her of any kind or nature whatsoeverwhatsoever which are related to any facts, circumstances, events or conditions prior to the Closing, whether in his or her capacity as a shareholder, officer or director unitholder of the Company or any of its Subsidiaries or Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewithherewith and other than compensation paid to the Sellers in the ordinary course of business) or otherwise at law or equity, and Sellers agree each Seller agrees that they such Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. Notwithstanding the foregoing, Sellers who were directors, officers or managers of the Company or any of its Subsidiaries at any time prior to the Closing shall not release the Company with respect to any deductibles to be paid under any of the Run-Off Insurance Policies or any Pre-Closing D&O Liability. The Buyer Parties shall not be entitled to indemnification for any deductibles paid by Buyer or any of its Affiliates under any of the Run-Off Insurance Policies. In no event after the Closing shall the Company or any of its Affiliates have any liability whatsoever to any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and in any event none of the Sellers may not seek contribution from the Company or any of its Subsidiaries or Affiliates in respect of any payments required to be made after the Closing by any of the Sellers pursuant to this Agreement.

Certain Waivers; etc. Sellers Seller hereby agree agrees that they it shall not make any claim for indemnification against Buyer, the Company Acquired Companies or any of their respective Affiliates by reason of the fact that Sellers are Seller is or were was a shareholder, director, officer, employee stockholder or agent of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity Acquired Companies (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylawby-law, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers Seller pursuant to this Agreement or applicable law or otherwise, and Sellers Seller hereby acknowledge acknowledges and agree agrees that they it shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers Seller hereby irrevocably waive, release releases and discharge discharges the Company and its Affiliates Acquired Companies from any and all liabilities and obligations to them it of any kind or nature whatsoever, whether in his the capacity as a shareholder, officer or director stockholder of the Company Acquired Companies or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period)otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or in equity, arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date, and Sellers agree Seller agrees that they it shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing), and in any event Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers pursuant to this AgreementAcquired Companies.

Certain Waivers; etc. Sellers Seller hereby agree agrees, on behalf of itself and its Affiliates that they neither Seller nor any of its Affiliates shall not make any claim for indemnification against Parent, Buyer, the Company or any of their respective Affiliates Subsidiaries by reason of the fact that Sellers are Seller or were any of its Affiliates is or was a shareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates Subsidiaries or are is or were was serving at the request of the Company or any of its Affiliates Subsidiaries as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers Seller pursuant to this Agreement or applicable law or otherwise, based on facts or circumstances arising prior to the Closing, and Sellers Seller hereby acknowledge acknowledges and agree agrees, on behalf of itself and its Affiliates, that they it and its Affiliates shall not have any claim or right to contribution or indemnity from Parent, Buyer, the Company or any of its Affiliates their respective Subsidiaries with respect to any amounts paid by them it pursuant to this Agreement. Except as provided Agreement or otherwise in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law connection with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers Seller, on behalf of itself and its Affiliates, hereby irrevocably waivewaives, release releases and discharge discharges the Parent, Buyer, the Company and its Affiliates each of their respective Subsidiaries from any and all liabilities and obligations to them it or its Affiliates based on facts or circumstances arising prior to the Closing, of any kind or nature whatsoever, whether in his its capacity as a shareholder, manager, member, officer or director of the Parent, Buyer, the Company or any of its Affiliates their respective Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding or otherwise at law or equity (other than this Agreement and any of the other agreements executed and delivered by Buyer in connection herewith, including the Spin-Off Agreement, the Management Services Agreement, the Galenic Side Letter, the Manufacturing Agreement and the Distribution Agreement and other than liabilities included on the balance sheet of the Company and the Retained Subsidiaries as of October 31, 2003 or the Closing Date (if a balance sheet were to have been prepared as of the Closing Date) or otherwise at law or equityand that will be included on the Closing Statement), and Sellers agree Seller agrees, on behalf of itself and its Affiliates, that they it and its Affiliates shall not seek to recover any amounts in connection therewith or thereunder from Parent, Buyer, the Company or any of its Affiliatestheir respective Subsidiaries. SELLER EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH STATES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)Seller hereunder, and Seller shall not in any event Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they he shall not make any claim for indemnification against Buyer, the Company Companies or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholder, director, officer, employee or agent of the Company Companies or any of its Affiliates or are is or were was serving at the request of the Company Companies or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller pursuant to this Agreement or applicable law or otherwiselaw, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they he shall not have any claim or right to contribution or indemnity from the Company Companies or any of its Affiliates with respect to any amounts paid or to be paid by them him pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company Companies and its Affiliates from any and all liabilities and obligations to them it or him of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company Companies or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, indemnification but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay periodCompanies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they he shall not seek to recover any amounts in connection therewith or thereunder from the Company Companies or any of its Affiliates. In no event shall the Company Companies or any of its Affiliates have any liability whatsoever to Sellers any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing), and in any event Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers pursuant to this AgreementCompanies hereunder.

Certain Waivers; etc. Without limiting any remedies against Sellers hereunder, the representations, warranties and covenants of the Company set forth herein shall terminate effective upon the Closing and shall be of no further force or effect. Each Seller hereby agree agrees that they such Seller shall not make any claim Claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were a shareholder, director, officer, employee or agent of was an equityholder the Company or any of its Affiliates is or are or were was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee trustee or agent of another entity (whether such claim Claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim Claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand Action brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they such Seller shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations to them him or her of any kind or nature whatsoever, whether in his or her capacity as a shareholder, officer or director stockholder of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they such Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and in any event none of the Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by any of the Sellers pursuant to this Agreement. Additionally, the Buyer agrees not to bring any action against the Sellers following the Closing alleging any breach of fiduciary duty owed by Sellers to the Company.

Certain Waivers; etc. Without limiting any remedies against Sellers hereunder, the representations, warranties, covenants and agreements of the Company set forth herein with respect to a Claim hereunder by a Seller shall terminate effective upon the Closing and shall be of no further force or effect. Each Seller hereby agree that they agrees that, from and after the Closing, such Seller shall not make any claim for indemnification or otherwise against HealthSpring, Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are such Seller was, at any time prior to the Closing Date, an equityholder, director or were a shareholder, director, officer, employee or agent officer of the Company or was, at any of its Affiliates or are or were time prior to the Closing Date, serving at the request of the Company or any of its Affiliates as a partner, trustee, directormanager, member, officer, employee director or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand Action brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they such Seller shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them it pursuant to this AgreementAgreement or otherwise. Except as Following the Closing Date, the Company will continue to indemnify and hold harmless each Seller, to the same extent historically provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict Articles of Incorporation or modify any right Bylaws of the Sellers to receive indemnification from the Company to the extent Company, for any Action brought against such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws by reason of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective upon the Closing, Sellers hereby irrevocably waive, release and discharge the Company and its Affiliates from any and all liabilities and obligations to them of any kind or nature whatsoever, whether in his capacity as a shareholder, fact that such Seller was an officer or director of the Company prior to Closing or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee was serving at the request of the Company for periods after as a partner, trustee, manager, member, officer or director of another Person unless such Action is (i) a derivative action brought by the Company's last regularly scheduled pay period), in each case whether absolute shareholders or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any former shareholders of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree that they shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates(ii) an Action that is subject to indemnification pursuant to this Section 11. In no event shall the Company or any of its Affiliates have any liability whatsoever to any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and in any event none of the Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by any of the Sellers pursuant to this Agreement.

Certain Waivers; etc. Sellers Seller hereby agree agrees that they he shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are Seller is or were was a shareholderstockholder, director, officer, employee or agent of the Company or any of its Affiliates or are is or were was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers Seller pursuant to this Agreement or applicable law or otherwise, and Sellers Seller hereby acknowledge acknowledges and agree agrees that they he shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them him pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations to them it or him of any kind or nature whatsoever, whether in his capacity as a shareholderstockholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, indemnification but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree Seller agrees that they he shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and Seller shall not in any event Sellers may not seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they he or she shall not make any claim for indemnification against Buyer, the Company Companies or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholderstockholder, director, officer, manager, member, employee or agent of the Company Companies or any of its their Affiliates or are is or were was serving at the request of the Company Companies or any of its their Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they he or she shall not have any claim or right to contribution or indemnity from the Company Companies or any of its their Affiliates with respect to any amounts paid by them him or her pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company Companies and its their Affiliates from any and all liabilities and obligations to them it, him or her of any kind or nature whatsoever, whether in his or her capacity as a shareholderstockholder, officer officer, director, manager or director member of the Company Companies or any of its their Affiliates or otherwise (including in respect of any rights of contribution or indemnification, indemnification but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay periodCompanies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they he or she shall not seek to recover any amounts in connection therewith or thereunder from the Company Companies or any of its their Affiliates. In no event shall the Company Companies or any of its their Affiliates have any liability whatsoever to Sellers any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)Companies hereunder, and in any event Sellers no Seller may not seek contribution from the Company Companies or any of its their Affiliates in respect of any payments required to be made by Sellers a Seller pursuant to this Agreement. Notwithstanding the foregoing, a Seller shall maintain any existing indemnification claim against any Company if (i) the subject matter of such claim is not a breach of any of the provisions of this Agreement, (ii) such Seller is otherwise entitled to be indemnified by such Company pursuant to its charter or bylaws by reason of the fact that such Seller was an officer or director of such Company, and (iii) such Seller is fully exonerated from any wrongdoing with respect to the subject matter of the Seller's indemnification claim.

Certain Waivers; etc. Sellers hereby agree that they shall not make any claim for indemnification against BuyerEach Seller on behalf of itself and its Affiliates, the Company or any and each of their respective Affiliates by reason of the fact that Sellers are or were a shareholderheirs, directorsuccessors, officerassigns, employee or agent of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwisedescendants, and Sellers hereby acknowledge and agree that they shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them pursuant to this Agreement. Except as provided in the immediately preceding sentencebeneficiaries (each, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective upon the Closing, Sellers "Releasing Party") hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates (including, after the Closing, Buyer, the Surviving Corporation and their Affiliates) and each of their respective directors, officers, employees, members, managers, equityholders and partners (each, a "Released Party"), to the maximum extent permitted by applicable Law, from any and all liabilities and obligations Liabilities to them such Releasing Parties of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidatedthat such Releasing Party may have had, known or unknown, at any time through and including the Closing Date, whether in the capacity as a direct or indirect equityholder, as a director, officer or employee of the Company or otherwise and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or in equity, and Sellers agree each Seller agrees on behalf of itself and its Releasing Parties that they no such Seller or such Releasing Party shall not seek to recover any amounts in connection therewith or thereunder from any of the Released Parties; provided, that the foregoing shall not apply to (a) claims in respect of any obligation of the Company under its organizational or governing documents to indemnify such Seller in accordance with the terms thereof or any insurance policy of its Affiliatesthe Company providing for coverage with respect thereto, (b) claims arising under or obligations of Buyer set forth in this Agreement or the Ancillary Agreements or (c) any obligations to any Seller for salary or benefits with respect to such Seller's employment prior to the date hereof to the extent accrued in the Closing Net Working Capital. In Notwithstanding the foregoing or anything else herein to the contrary, in no event shall the Company Surviving Corporation or any of its Affiliates the other Released Parties have any liability Liability whatsoever to Sellers any Seller or any other Releasing Party for any breaches (or matters causing or constituting breaches) of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)Sellers hereunder, and in any event Sellers may not seek contribution or indemnification from the Company Surviving Corporation or any of its Affiliates the other Released Parties in respect of any payments required to be made by Sellers pursuant to this Agreement.

Certain Waivers; etc. Sellers hereby agree that they shall not make any claim for indemnification against BuyerBuyers, the Company Transferred Companies or any of their respective Affiliates (as they exist after Closing) based upon any claims released or purported to be released by reason of the fact that Sellers are or were a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers hereby acknowledge and agree that they shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them pursuant to this AgreementSection 5.2(j). Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers (on behalf of themselves and their Subsidiaries) hereby irrevocably waive, release and discharge the Company and its Affiliates Transferred Companies with respect to the period of time prior to the Closing from any and all liabilities and obligations Liabilities to them of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or in equity, and Sellers (on behalf of themselves and their Subsidiaries) agree that they shall not seek to recover any amounts in connection therewith or thereunder from the Company Transferred Companies or any of its their Affiliates; provided, however, that no release is hereby made of any claims arising under any of the commercial arrangements identified in Schedule 5.2(j), intercompany accounts receivable or accounts payable. In no event shall the Company or any of its Affiliates Transferred Companies have any liability whatsoever Liability to Sellers for any breaches of the representationsrepresentations or warranties of the Transferred Companies, warranties, or agreements or covenants of the Company hereunder (other than agreements and covenants Transferred Companies to be performed by the Company after the Closing)prior to Closing hereunder, and in any event Sellers may not seek contribution from the Company or any of its Affiliates Transferred Companies in respect of any payments required to be made by Sellers pursuant to this AgreementSection 5.2.

Certain Waivers; etc. Sellers Each Seller hereby agree agrees that they he shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are such Seller is or were was a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or are is or were was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller pursuant to this Agreement or applicable law or otherwise, and Sellers each Seller hereby acknowledge acknowledges and agree agrees that they he shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them him pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Initial Closing, Sellers each Seller hereby irrevocably waivewaives, release releases and discharge discharges the Company and its Affiliates from any and all liabilities and obligations to them it or him of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company or any of its Subsidiaries for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each Seller agrees that they he shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. In no event shall the Company or any of its Affiliates have any liability whatsoever to Sellers any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder (other than agreements and covenants to be performed by the Company after the Closing)hereunder, and in any event Sellers may each Seller agrees not to seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Sellers Seller pursuant to this Agreement.

Certain Waivers; etc. Sellers Each of the Seller Parties and AsTraKel hereby agree agrees that they he or it shall not make any claim for indemnification against any of Buyer, the Company CCC, Xxxx Xxxx or any of their respective Buyer's Affiliates by reason of the fact that Sellers are such Seller Party (or were AsTraKel) is or was a shareholderstockholder, director, officer, employee or agent of the Company CCC or any of its Affiliates Xxxx Xxxx or are is or were was serving at the request of the Company CCC or any of its Affiliates Xxxx Xxxx as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers such Seller Party (or AsTraKel) pursuant to this Agreement Agreement, the CCC Merger Agreement, the Xxxx Xxxx Merger Agreement, the Equipment Purchase Agreement, the Goodwill Purchase Agreement, or applicable law or otherwise, and Sellers each of the Seller Parties and AsTraKel hereby acknowledge acknowledges and agree agrees that they he or it shall not have any claim or right to contribution or indemnity from the Company Buyer, CCC, Xxxx Xxxx or any of its Buyer's Affiliates with respect to any amounts paid by them him or it pursuant to this AgreementAgreement or otherwise. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the articles of incorporation or bylaws of the Company and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement. Except as provided in Section 8.11, effective Effective upon the Closing, Sellers each of the Seller Parties and AsTraKel hereby irrevocably waivewaives, release releases and discharge the Company discharges CCC and its Affiliates Xxxx Xxxx from any and all liabilities and obligations to them it or him of any kind or nature whatsoever, whether in his or its capacity as a shareholderstockholder, officer or director of the Company CCC or any of its Affiliates Xxxx Xxxx or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and Sellers agree each of the Seller Parties and AsTraKel agrees that they he or it shall not seek to recover any amounts in connection therewith or thereunder from the Company CCC, Xxxx Xxxx or any of its their Affiliates. In no event shall the Company Buyer, CCC, Xxxx Xxxx or any of its Buyer's Affiliates have any liability whatsoever to Sellers any Seller Party or AsTraKel for any breaches of the representations, warranties, agreements or covenants of the Company Seller Parties or AsTraKel hereunder (other than agreements and covenants to be performed by or under the Company after CCC Merger Agreement, the Closing)Xxxx Xxxx Merger Agreement, the Equipment Purchase Agreement or the Goodwill Purchase Agreement, and in any event Sellers none of the Seller Parties or AsTraKel may not seek contribution from the Company Buyer, CCC, Xxxx Xxxx or any of its Buyer's Affiliates in respect of any payments required to be made by Sellers a Seller Party or AsTraKel pursuant to this Agreement, the CCC Merger Agreement, the Xxxx Xxxx Merger Agreement, the Equipment Purchase Agreement, or the Goodwill Purchase Agreement. For purposes of this Section 8.2(e), references to Buyer's Affiliates shall not be deemed to include Xxxxxxxx or Xxxxxxxx.