Claims Against the Companies. Following the Closing, Sellers may not assert, directly or indirectly, and hereby waive, any claim, whether for indemnification, contribution, subrogation or otherwise, against any Company with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Sellers under Section 8.1. Sellers agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Companies by reason of the fact that Sellers was a stockholder, director, officer, employee or agent of the Companies or was serving at the request of the Companies 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 Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Companies against the Sellers or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise) with respect to any act, omission, condition or event occurring following the Closing Date.
Claims Against the Companies. Following the Second Closing, no Seller Party nor any Shareholder may assert, directly or indirectly, and each Seller Party and Shareholder hereby waives, any claim, whether for indemnification, contribution, subrogation or otherwise, against any Company with respect to any act, omission, condition or event occurring or existing prior to or on the Second Closing Date or any obligation of any Seller Party under Section 10.1. Except as provided in Section 9.5 or the right of officers to make claim under the Directors and Officers and Employment Practices Liability referred to in Section 9.6, each Seller Party and Shareholder agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against any Company by reason of the fact that such Seller Party or Shareholder was a shareholder, employee or agent of any Company or was serving at the request of any Company 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 Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by Buyer or any Company against such Seller Party or Shareholder or any Affiliate thereof.
Claims Against the Companies. Following the Closing, none of GPD, 851, or Xxxxx may assert, directly or indirectly, and each hereby waives any claim, whether for indemnification, contribution, subrogation or otherwise, against the Companies with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date, except as may arise pursuant to the terms of the Agreement or the Transaction Documents.
Claims Against the Companies. Following the Closing, and so long as Buyer does not breach this Agreement or any of the other Transaction Documents, Seller may not assert, directly or indirectly, and hereby waives, any claim, whether for indemnification, contribution, subrogation or otherwise, against any Company with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Seller under Section 8.1. Seller agrees, and so long as Buyer does not breach this Agreement or any of the other Transaction Documents, not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Companies by reason of the fact that Seller was a stockholder, director, officer, employee or agent of the Companies or was serving at the request of the Companies 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 Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Companies against the Seller or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise) with respect to any act, omission, condition or event occurring following the Closing Date.
Claims Against the Companies. Except as set forth in the following sentence, a Seller may not assert, directly or indirectly, and hereby waives, any claims existing prior to or on the Closing Date against any Company (including under any employment, equity incentive or related agreements). Notwithstanding the foregoing, no Seller waives any rights such Seller has under this Agreement or any other Transaction Documents or any right that such Seller has accruing after the Closing or accrued but not due until after the Closing under any employment, equity incentive or related agreements specifically identified on the Disclosure Schedule. This Section 8.5 will also apply to the Sellers’ Representative in a similar manner as it applies to the Sellers.
