Common use of Certain Waivers; etc Clause in Contracts

Certain Waivers; etc. Seller hereby agrees that he shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Seller is or was a stockholder, director, officer, employee or agent of the Company or any of its Affiliates or is or 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 Seller pursuant to this Agreement or applicable law or otherwise, and Seller hereby acknowledges and agrees that 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 him pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a stockholder, 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, 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 Seller agrees that 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 Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller pursuant to this Agreement.

Certain Waivers; etc. Each of the Seller Parties and AsTraKel hereby agrees that he or it shall not make any claim for indemnification against any of Buyer, the Company CCC, ▇▇▇▇ ▇▇▇▇ or any of their respective Buyer's Affiliates by reason of the fact that such Seller Party (or AsTraKel) is or was a stockholder, director, officer, employee or agent of the Company CCC or any of its Affiliates ▇▇▇▇ ▇▇▇▇ or is or was serving at the request of the Company CCC 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 such Seller Party (or AsTraKel) pursuant to this Agreement Agreement, the CCC Merger Agreement, the ▇▇▇▇ ▇▇▇▇ Merger Agreement, the Equipment Purchase Agreement, the Goodwill Purchase Agreement, or applicable law or otherwise, and each of the Seller Parties and 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, ▇▇▇▇ ▇▇▇▇ or any of its 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 the Seller Parties and AsTraKel hereby irrevocably waives, releases and discharges the Company CCC and its Affiliates ▇▇▇▇ ▇▇▇▇ 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 stockholder, officer or director of the Company CCC 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 Companyindemnification), 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 each of the Seller Parties and AsTraKel agrees that he or it shall not seek to recover any amounts in connection therewith or thereunder from the Company CCC, ▇▇▇▇ ▇▇▇▇ or any of its their Affiliates. In no event shall the Company Buyer, CCC, ▇▇▇▇ ▇▇▇▇ or any of its Buyer's Affiliates have any liability whatsoever to any Seller Party or AsTraKel for any breaches of the representations, warranties, agreements or covenants of the Company hereunderSeller Parties or AsTraKel hereunder or under the CCC Merger Agreement, the ▇▇▇▇ ▇▇▇▇ Merger Agreement, the Equipment Purchase Agreement or the Goodwill Purchase Agreement, and Seller shall not in any event none of the Seller Parties or AsTraKel may seek contribution from the Company Buyer, CCC, ▇▇▇▇ ▇▇▇▇ or any of its 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 ▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇.

Certain Waivers; etc. Each Seller hereby agrees that 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 such Seller is or was a stockholdershareholder, director, officer, employee or agent of the Company Companies or any of its Affiliates or is or 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 such Seller pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that 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 him or her pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company Companies and its their Affiliates from any and all liabilities and obligations to it him or him her of any kind or nature whatsoever, whether in his or her capacity as a stockholdershareholder, 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 but excluding compensation otherwise payable as an employee of the CompanyCompanies), 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 each Seller agrees that 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 any Seller for any breaches of the representations, warranties, agreements or covenants of the Company Companies hereunder, and Seller shall not in any event no Seller may seek contribution from the Company Companies or any of its 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 that he 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 such Seller is or was a stockholderequityholder, directoremployee, officermanager, employee director or agent of the Company or any of its Subsidiaries or Affiliates or is or 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 Seller Sellers pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it him or him 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 stockholder, 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 Companyindemnification), 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 each Seller agrees that he 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 Seller any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event none of the Sellers may 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 Seller any of the Sellers pursuant to this Agreement.

Certain Waivers; etc. Seller hereby agrees agrees, on behalf of itself and its Affiliates that he 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 Seller or any of its Affiliates is or was a stockholdershareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates Subsidiaries or is or 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 Seller pursuant to this Agreement or applicable law or otherwise, based on facts or circumstances arising prior to the Closing, and Seller hereby acknowledges and agrees agrees, on behalf of itself and its Affiliates, that he 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 him it pursuant to this Agreement or otherwiseotherwise in connection with this Agreement. Effective upon the Closing, Seller Seller, on behalf of itself and its Affiliates, hereby irrevocably waives, releases and discharges the Parent, Buyer, the Company and its Affiliates each of their respective Subsidiaries from any and all liabilities and obligations to it or him 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 stockholdershareholder, 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 Companyindemnification), 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 Seller agrees agrees, on behalf of itself and its Affiliates, that he 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 Seller for any breaches of the representations, warranties, agreements or covenants of the Company Seller hereunder, and Seller shall not in any event seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller pursuant to this Agreement.

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 agrees that he 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 such Seller is or was a stockholder, director, officer, employee or agent of an equityholder the Company or any of its Affiliates or is or 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 Seller Sellers pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it him or him her of any kind or nature whatsoever, whether in his or her capacity as a stockholder, 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 Companyindemnification), 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 each Seller agrees that he 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 Seller any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event none of the Sellers may seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller 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. Each Seller hereby agrees that he 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 such Seller is or was a stockholder, director, officer, employee or agent stockholder of the Company or any of its Affiliates or is or 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 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 such Seller pursuant to this Agreement or applicable law or otherwiseARTICLE XI, and such Seller hereby acknowledges and agrees that he 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 him it pursuant to this ARTICLE XI. Except with respect to, and as otherwise provided in, this Agreement or otherwise. Effective 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, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations that have arisen, occurred or accrued on or prior to it or him the Closing Date of any kind or nature whatsoever, whether in his the capacity as a stockholder, 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 Companyindemnification), 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 each Seller agrees that he 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 Seller 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, and Seller shall not in any event seek contribution from the Company kind or any of its Affiliates nature whatsoever (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 Seller pursuant to this Agreementrecover any amounts in connection therewith or thereunder from the Sellers.

Certain Waivers; etc. Each of Parent and Seller hereby agrees agree that he 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 the Parent or Seller is are or was a stockholderwere, directordirectly or indirectly, officer, employee or agent equityholders of the Company Target or any of its Affiliates or is or 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 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 the Seller or Parent pursuant to this Agreement or applicable law or otherwise, and each of the Parent and Seller hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, each of the Parent and Seller hereby irrevocably waives, releases and discharges the Company Target and its Affiliates Subsidiaries from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his its capacity as a stockholder, 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 Companyindemnification), 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 each of the Seller and Parent agrees that he 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 the Seller or Parent for any breaches of the representations, warranties, agreements or covenants of the Company Target hereunder, and Seller shall not in any event none of the Seller or Parent may 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 either Seller or Parent pursuant to this Agreement.

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 agrees that he 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 such Seller is was, at any time prior to the Closing Date, an equityholder, director or was a stockholder, director, officer, employee or agent officer of the Company or was, at any of its Affiliates or is or was 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 Seller Sellers pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon Following the ClosingClosing Date, Seller hereby irrevocably waives, releases and discharges the Company will continue to indemnify and its Affiliates from hold harmless each Seller, to the same extent historically provided in the Articles of Incorporation or Bylaws of the Company, for any and all liabilities and obligations to it or him Action brought against such Seller by reason of any kind or nature whatsoever, whether in his capacity as a stockholder, the 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 CompanyCompany as a partner, in each case whether absolute trustee, manager, member, officer or contingent, liquidated director of another Person unless such Action is (i) a derivative action brought by the shareholders 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 Seller agrees that he 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 Seller any of the Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event none of the Sellers may seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller any of the Sellers pursuant to this Agreement.

Certain Waivers; etc. Seller Sellers hereby agrees agree that he they shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Seller is Sellers are or was were a stockholdershareholder, director, officer, employee or agent of the Company or any of its Affiliates or is are or was 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 Seller Sellers pursuant to this Agreement or applicable law or otherwise, and Seller Sellers hereby acknowledges acknowledge and agrees agree that he 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 him them pursuant to this Agreement Agreement. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or otherwisemodify 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. Effective Except as provided in Section 8.11, effective upon the Closing, Seller Sellers hereby irrevocably waiveswaive, releases release and discharges discharge the Company and its Affiliates from any and all liabilities and obligations to it or him them of any kind or nature whatsoever, whether in his capacity as a stockholdershareholder, 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 Seller agrees Sellers agree that he 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 Seller Sellers for any breaches of the representations, warranties, agreements or covenants of the Company hereunderhereunder (other than agreements and covenants to be performed by the Company after the Closing), 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 Seller Sellers pursuant to this Agreement.

Certain Waivers; etc. Effective immediately and automatically upon receipt by each such Seller hereby agrees that he shall not make any claim for indemnification against Buyerof such Seller’s portion of the Closing Cash Merger Consideration and the Stock Merger Consideration in accordance with the terms of this Agreement, Sellers’ Representative and each of the Company or Sellers, on their own behalf and on behalf of any of their respective Affiliates by reason of current, former or future direct or indirect Affiliates, equityholders, partners, managers, members, controlling persons, officers, directors, employees, agents, representatives, successors or assignees (collectively, the fact that Seller is or was a stockholder“Releasing Parties”), director, officer, employee or agent of the Company or any of its Affiliates or is or 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 Seller pursuant to this Agreement or applicable law or otherwise, and Seller hereby acknowledges and agrees that 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 him pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Buyer Group, ST Holdco, the Company Group and its all of their respective Affiliates or any of their respective current, former or future direct or indirect Affiliates, equityholders, partners, managers, members, controlling persons, officers, directors, employees, agents, representatives, successors or assignees (collectively, the “Released Parties”) from any and all liabilities and obligations Liabilities to it or him such Releasing Parties of any kind or nature whatsoever, whether in his the capacity as a stockholderdirect or indirect equityholder, as a member, director, manager, officer or director employee of any member of the Company or any of its Affiliates Group or otherwise (including in respect of any rights of contribution or indemnification but excluding compensation otherwise payable as an employee of the Company, 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 herewithAncillary Agreements) or otherwise at law or in equity, and Sellers’ Representative and each Seller agrees on behalf of itself and the other Releasing Parties that he no 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 by any Seller in respect of any obligation of any member of the Company Group under its Governing Documents or any indemnification agreement set forth on Schedule 9.2 and made available to Buyer to indemnify such Seller in accordance with the terms thereof or any insurance policy of its Affiliatesany member of the Company Group providing for coverage with respect thereto, (b) claims arising under or obligations of Buyer Group or any member of the Company Group set forth in this Agreement or the Ancillary Agreements, (c) any obligation to pay employment or director related expense reimbursements incurred in the Ordinary Course of Business, or (d) any obligation to pay any accrued but unpaid employment or director related compensation or benefits. In Notwithstanding the foregoing or anything herein to the contrary, in no event shall the Company Group or any of its Affiliates the Released Parties have any liability Liability whatsoever to Sellers’ Representative or any Seller or the other Releasing Parties for any breaches (or matters causing or constituting breaches) of the representations, warranties, agreements or covenants of Sellers’ Representative or the Sellers hereunder, and, in any event, neither Sellers’ Representative nor any Seller may seek contribution or indemnification from any member of the Company hereunder, and Seller shall not in any event seek contribution from the Company Group or any of its Affiliates the other Released Parties in respect of any payments required to be made by Representative or any Seller pursuant to this Agreement. In making this release, Sellers’ Representative and each Seller expressly waives any and all rights or benefits it may now have, or in the future may have, under any Law relating to the release of unknown released claims (except, for the avoidance of doubt, as otherwise provided in clauses (a) through (d) above). Each Releasing Party, on behalf of itself and the other Releasing Parties, further acknowledges and agrees that this release and discharge provided pursuant to this Section 9.2 will be governed by and enforced and interpreted in accordance with the applicable Laws of the State of Delaware, and that if any portion of this release is held invalid by the final judgment of any Governmental Authority, the remaining provisions of this release will remain in full force and effect as if such invalid provision had not been included in this release.

Certain Waivers; etc. Each Seller hereby agrees that he shall not make any claim for indemnification against Buyeron behalf of itself and its Affiliates, the Company or any and each of their respective Affiliates by reason of the fact that Seller is or was a stockholderheirs, directorsuccessors, officerassigns, employee or agent of the Company or any of its Affiliates or is or 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 Seller pursuant to this Agreement or applicable law or otherwisedescendants, and Seller hereby acknowledges and agrees that 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 him pursuant to this Agreement or otherwise. Effective upon the Closingbeneficiaries (each, Seller a "Releasing Party") hereby irrevocably waives, releases and 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 it or him such Releasing Parties of any kind or nature whatsoever, whether in his capacity as a stockholder, 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, 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 each Seller agrees on behalf of itself and its Releasing Parties that he 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 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 Sellers hereunder, and Seller shall not 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 Seller Sellers pursuant to this Agreement.

Certain Waivers; etc. Seller hereby agrees that he 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 Seller is or was a stockholder, director, officer, employee stockholder or agent of the Company or any of its Affiliates or is or 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 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 Seller hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates Acquired Companies from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his the capacity as a stockholder, 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 Companyotherwise, 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 Seller agrees that he 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 Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller pursuant to this AgreementAcquired Companies.

Certain Waivers; etc. Each Seller hereby agrees that he shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that such Seller is or was a stockholdershareholder, director, officer, employee or agent of the Company or any of its Affiliates or is or 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 such Seller pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that 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 him pursuant to this Agreement or otherwise. Effective upon the Initial Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a stockholdershareholder, 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 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 each Seller agrees that 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 any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and each Seller shall agrees not in any event to seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller pursuant to this Agreement.

Certain Waivers; etc. Seller Each of Seller, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ hereby agrees that he 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 Seller Seller, ▇▇▇▇▇▇ or Mackenzie or any Affiliate of them is or was a stockholdershareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates Subsidiaries or is or 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 Seller pursuant to this Agreement or applicable law or otherwise, and Seller each of Seller, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ (on its own behalf and on behalf of its Affiliates) hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, Seller each of Seller, ▇▇▇▇▇▇ and Mackenzie (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives, releases and discharges the Company and its Affiliates Subsidiaries from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his its capacity as a stockholdershareholder, 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 Companyindemnification), 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 Seller each of Seller, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ agrees that he 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 Seller Seller, ▇▇▇▇▇▇ or Mackenzie (or any of their Affiliates) for any breaches of the representations, warranties, agreements or covenants of the Company 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 Affiliates Subsidiaries in respect of any payments required to be made by Seller pursuant to this Agreement.

Certain Waivers; etc. Each Seller hereby agrees that 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 such Seller is or was a stockholdershareholder, director, officer, employee or agent of the Company or any of its Affiliates or is or 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 such Seller pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that 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 him or her pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it him or him her of any kind or nature whatsoever, whether in his or her capacity as a stockholdershareholder, 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), 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 each Seller agrees that 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 any Seller for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller shall not in any event no Seller may seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by a Seller pursuant to this Agreement.

Certain Waivers; etc. Each Seller hereby agrees that 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 such Seller is or was a stockholdershareholder, director, officer, employee or agent of the Company Companies or any of its Affiliates or is or 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 such Seller pursuant to this Agreement or applicable law or otherwiselaw, and each Seller hereby acknowledges and agrees that 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 him pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company Companies and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a stockholdershareholder, officer or director of the Company 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 CompanyCompanies), 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 each Seller agrees that 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 any Seller for any breaches of the representations, warranties, agreements or covenants of the Company Companies hereunder, and Seller shall not in any event seek contribution from the Company or any of its Affiliates in respect of any payments required to be made by Seller pursuant to this Agreement.

Certain Waivers; etc. Seller Each Company Holder hereby agrees that he 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 Seller any Company Holder or any Affiliate of any Company Holder is or was a stockholdershareholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates or is or 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 Seller the Company Holder pursuant to this Agreement or applicable law or otherwise, and Seller each Company Holder (on its own behalf and on behalf of its Affiliates) hereby acknowledges and agrees that he 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 him it pursuant to this Agreement or otherwise. Effective upon the Closing, Seller each Company Holder (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives, releases and discharges Parent, the Company Surviving Corporation and its their respective Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his its capacity as a stockholdershareholder, 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 Companyindemnification), 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 Seller each Company Holder agrees that he 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 Seller any Company Holder (or any Affiliate of any Company Holder) for any breaches of the representations, warranties, agreements or covenants of the Company hereunder, and Seller no Company Holder shall (and shall cause its Affiliates not to) in any event seek contribution from the Company Surviving Corporation or any of its Affiliates in respect of any payments required to be made by Seller any Company Holder pursuant to this Agreement.