Common use of Certain Waivers; etc Clause in Contracts

Certain Waivers; etc. Each of Seller, Xxxxxx and Xxxxxxxxx hereby agrees that it shall not (and shall cause its Affiliates not to) make any claim for indemnification against Buyer, the Company, its Subsidiaries or any of their respective Affiliates by reason of the fact that Seller, Xxxxxx or Mackenzie or any Affiliate of them is or was a shareholder, member, director, manager, officer, employee or agent of the Company or its Subsidiaries or is or was serving at the request of the 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 pursuant to this Agreement or applicable law or otherwise, and each of Seller, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Company or its Subsidiaries with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives, releases and discharges the Company and its Subsidiaries from any and all liabilities and obligations to it of any kind or nature whatsoever, whether in its capacity as a shareholder, manager, member, officer or director of the Company or its Subsidiaries or otherwise (including in respect of any 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 (but not any claims, liabilities or obligations arising under this Agreement or any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and each of Seller, Xxxxxx and Xxxxxxxxx agrees that 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 its Subsidiaries. In no event shall the Company or its Subsidiaries have any liability whatsoever to Seller, Xxxxxx or Mackenzie (or any of their Affiliates) for breaches of the representations, warranties, agreements or covenants of any Seller Party hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event seek contribution from the Company or its Subsidiaries in respect of any payments required to be made by Seller pursuant to this Agreement.

Certain Waivers; etc. Each of Seller, Xxxxxx and Xxxxxxxxx Seller hereby agrees that it shall not (and shall cause its Affiliates not to) make any claim for indemnification against Buyer, the Company, its Subsidiaries Acquired Companies or any of their respective Affiliates by reason of the fact that Seller, Xxxxxx or Mackenzie or any Affiliate of them Seller is or was a shareholder, member, director, manager, officer, employee stockholder or agent of the Company or its Subsidiaries or is or was serving at the request of the Company, its Subsidiaries or any of its Affiliates as a partner, manager, 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 Seller pursuant to this Agreement or applicable law or otherwise, and each of Seller, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) Seller hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Company or any of its Subsidiaries Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of its Affiliates) Seller hereby irrevocably waives, releases and discharges the Company and its Subsidiaries Acquired Companies from any and all liabilities and obligations to it of any kind or nature whatsoever, whether in its the capacity as a shareholder, manager, member, officer or director stockholder of the Company Acquired Companies or its Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification)otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (but not any claims, liabilities or obligations arising under other than this Agreement or and any of the other agreements executed and delivered by Buyer 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 each of Seller, Xxxxxx and Xxxxxxxxx Seller agrees that 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 its Subsidiaries. In no event shall the Company or its Subsidiaries have any liability whatsoever to Seller, Xxxxxx or Mackenzie (or any of their Affiliates) for breaches of the representations, warranties, agreements or covenants of any Seller Party hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event seek contribution from the Company or its Subsidiaries in respect of any payments required to be made by Seller pursuant to this AgreementAcquired Companies.

Certain Waivers; etc. Each of Seller, Xxxxxx and Xxxxxxxxx Seller hereby agrees that it he or she shall not (and shall cause its Affiliates not to) make any claim for indemnification against Buyer, the Company, its Subsidiaries Companies or any of their respective Affiliates by reason of the fact that Seller, Xxxxxx or Mackenzie or any Affiliate of them such Seller is or was a shareholder, memberstockholder, director, officer, manager, officermember, employee or agent of the Company Companies or its Subsidiaries any of their Affiliates or is or was serving at the request of the Company, its Subsidiaries Companies or any of its their 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 such Seller pursuant to this Agreement or applicable law or otherwise, and each of Seller, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) Seller hereby acknowledges and agrees that it he or she shall not have any claim or right to contribution or indemnity from the Company Companies or its Subsidiaries any of their Affiliates with respect to any amounts paid by it him or her pursuant to this Agreement or otherwise. Effective upon the Closing, each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of its Affiliates) Seller hereby irrevocably waives, releases and discharges the Company Companies and its Subsidiaries their Affiliates from any and all liabilities and obligations to it it, him or her of any kind or nature whatsoever, whether in its his or her capacity as a shareholderstockholder, managerofficer, memberdirector, officer manager or director member of the Company Companies or its Subsidiaries any of their Affiliates or otherwise (including in respect of any rights of contribution or indemnificationindemnification but excluding compensation otherwise payable as an employee of the Companies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (but not any claims, liabilities or obligations arising under other than this Agreement or and any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and each of Seller, Xxxxxx and Xxxxxxxxx Seller agrees that it he or she shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from the Company Companies or its Subsidiariesany of their Affiliates. In no event shall the Company Companies or its Subsidiaries any of their Affiliates have any liability whatsoever to Seller, Xxxxxx or Mackenzie (or any of their Affiliates) Seller for any breaches of the representations, warranties, agreements or covenants of any Seller Party the Companies hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event no Seller may seek contribution from the Company Companies or its Subsidiaries any of their Affiliates in respect of any payments required to be made by 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. Each of Seller, Xxxxxx the Seller Parties and Xxxxxxxxx AsTraKel hereby agrees that he or it shall not (and shall cause its Affiliates not to) make any claim for indemnification against any of Buyer, the CompanyCCC, its Subsidiaries Xxxx Xxxx or any of their respective Buyer's Affiliates by reason of the fact that Seller, Xxxxxx such Seller Party (or Mackenzie or any Affiliate of them AsTraKel) is or was a shareholder, memberstockholder, director, manager, officer, employee or agent of the Company CCC or its Subsidiaries Xxxx Xxxx or is or was serving at the request of the Company, its Subsidiaries CCC or any of its Affiliates Xxxx Xxxx 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 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 each of Seller, Xxxxxx the Seller Parties and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) AsTraKel hereby acknowledges and agrees that he or it shall not have any claim or right to contribution or indemnity from the Company Buyer, CCC, Xxxx Xxxx or its Subsidiaries any of Buyer's Affiliates with respect to any amounts paid by him or it pursuant to this Agreement or otherwise. Effective upon the Closing, each of Seller, Xxxxxx the Seller Parties and Mackenzie (on its own behalf and on behalf of its Affiliates) AsTraKel hereby irrevocably waives, releases and discharges the Company CCC and its Subsidiaries Xxxx Xxxx from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his or its capacity as a shareholder, manager, memberstockholder, officer or director of the Company CCC or its Subsidiaries Xxxx Xxxx or otherwise (including in respect of any 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 (but not any claims, liabilities or obligations arising under other than this Agreement or and any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and each of Seller, Xxxxxx the Seller Parties and Xxxxxxxxx AsTraKel agrees that he or 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 CCC, Xxxx Xxxx or its Subsidiariesany of their Affiliates. In no event shall the Company Buyer, CCC, Xxxx Xxxx or its Subsidiaries any of Buyer's Affiliates have any liability whatsoever to Seller, Xxxxxx any Seller Party or Mackenzie (or AsTraKel for any of their Affiliates) for breaches of the representations, warranties, agreements or covenants of any the Seller Party hereunderParties or AsTraKel hereunder or under the CCC Merger Agreement, the Xxxx Xxxx Merger Agreement, the Equipment Purchase Agreement or the Goodwill Purchase Agreement, and no Seller Party shall (and shall cause its Affiliates not to) in any event none of the Seller Parties or AsTraKel may seek contribution from the Company Buyer, CCC, Xxxx Xxxx or its Subsidiaries any of Buyer's Affiliates in respect of any payments required to be made by 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.

Certain Waivers; etc. Each of Seller, Xxxxxx and Xxxxxxxxx Seller hereby agrees that it he or she shall not (and shall cause its Affiliates not to) make any claim for indemnification against BuyerBuyers, the Company, its Subsidiaries Companies or any of their respective Affiliates by reason of the fact that Seller, Xxxxxx or Mackenzie or any Affiliate of them such Seller is or was a shareholder, member, director, manager, officer, employee or agent of the Company Companies or any of its Subsidiaries Affiliates or is or was serving at the request of the Company, its Subsidiaries Companies 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 such Seller pursuant to this Agreement or applicable law or otherwise, and each of Seller, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of its Affiliates) Seller hereby acknowledges and agrees that it he or she shall not have any claim or right to contribution or indemnity from the Company Companies or its Subsidiaries any of their Affiliates with respect to any amounts paid by it him or her pursuant to this Agreement or otherwise. Effective upon the Closing, each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of its Affiliates) Seller hereby irrevocably waives, releases and discharges the Company Companies and its Subsidiaries their Affiliates from any and all liabilities and obligations to it him or her of any kind or nature whatsoever, whether in its his or her capacity as a shareholder, manager, member, officer or director of the Company Companies or its Subsidiaries any of their Affiliates or otherwise (including in respect of any rights of contribution or indemnificationindemnification but excluding compensation otherwise payable as an employee of the Companies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (but not any claims, liabilities or obligations arising under other than this Agreement or and any of the other agreements executed and delivered by Buyer in connection herewith) or otherwise at law or equity, and each of Seller, Xxxxxx and Xxxxxxxxx Seller agrees that it he or she shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from the Company Companies or its Subsidiariesany of their Affiliates. In no event shall the Company Companies or its Subsidiaries any of their Affiliates have any liability whatsoever to Seller, Xxxxxx or Mackenzie (or any of their Affiliates) Seller for any breaches of the representations, warranties, agreements or covenants of any Seller Party the Companies hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event no Seller may seek contribution from the Company Companies or its Subsidiaries any of their Affiliates in respect of any payments required to be made by a Seller pursuant to this Agreement.

Certain Waivers; etc. Each Seller hereby agrees, on behalf of Seller, Xxxxxx itself and Xxxxxxxxx hereby agrees that it shall not (and shall cause its Affiliates not to) that neither Seller nor any of its Affiliates shall make any claim for indemnification against Parent, Buyer, the Company, its Subsidiaries Company or any of their respective Affiliates Subsidiaries by reason of the fact that Seller, Xxxxxx or Mackenzie Seller or any Affiliate of them its Affiliates is or was a shareholder, member, director, manager, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company, its Subsidiaries 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 Seller pursuant to this Agreement or applicable law or otherwise, based on facts or circumstances arising prior to the Closing, and each of SellerSeller hereby acknowledges and agrees, Xxxxxx and Xxxxxxxxx (on its own behalf and on behalf of itself and its Affiliates) hereby acknowledges and agrees , that it and its Affiliates shall not have any claim or right to contribution or indemnity from Parent, Buyer, the Company or its any of their respective Subsidiaries with respect to any amounts paid by it pursuant to this Agreement or otherwiseotherwise in connection with this Agreement. Effective upon the Closing, each of Seller, Xxxxxx and Mackenzie (on its own behalf and on behalf of itself and its Affiliates) , hereby irrevocably waives, releases and discharges the Parent, Buyer, the Company and its each of their respective Subsidiaries from any and all liabilities and obligations to it or its Affiliates based on facts or circumstances arising prior to the Closing, of any kind or nature whatsoever, whether in its capacity as a shareholder, manager, member, officer or director of the Parent, Buyer, the Company or its any of their respective Subsidiaries or otherwise (including in respect of any 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 equity (but not any claims, liabilities or obligations arising under other than this Agreement or 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 each Seller agrees, on behalf of Selleritself and its Affiliates, Xxxxxx and Xxxxxxxxx agrees that it and its Affiliates shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from Parent, Buyer, the Company or its any of their 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 Subsidiaries Affiliates have any liability whatsoever to Seller, Xxxxxx or Mackenzie (or any of their Affiliates) Seller for breaches of the representations, warranties, agreements or covenants of any Seller Party hereunder, and no Seller Party shall (and shall cause its Affiliates not to) in any event seek contribution from the Company or any of its Subsidiaries Affiliates in respect of any payments required to be made by Seller pursuant to this Agreement.