No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors hereby agree that the Contributors shall not make any claim for indemnification against Buyer or the Company by reason of the fact that a Contributor was a controlling person, officer or manager, of the Company or was serving as such for another Person at the request of the Company (whether such claim is for Damages of any kind or otherwise and whether such claim is pursuant to any Law, organizational or governance document, contract or otherwise) with respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement, any other Transaction Document or any of the transactions contemplated hereby or thereby. With respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, the Contributors expressly waive any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by the Contributors hereunder.
No Circular Recovery. Notwithstanding anything to the contrary in this Agreement, the Seller hereby agrees that it will not make any claim for indemnification against the Buyer, any Buyer Indemnified Person or the Company by reason of the fact that the Seller was a controlling person, director, employee or representative of the Company with respect to any claim brought by a Buyer Indemnified Person against the Seller relating to this Agreement or any of the transactions contemplated hereby or that is based on any facts or circumstances that form the basis for an indemnification claim by a Buyer Indemnified Person hereunder.
No Circular Recovery. Each Indemnifying Securityholder agrees that it will not make any claim against the Buyer, the Company or the Surviving Corporation by reason of the fact that such Indemnifying Securityholder was a controlling person, director, employee or other representative of the Company or was serving as such for another Person at the request of the Buyer or the Company (whether such claim is for Damages of any kind or otherwise and whether such claim is pursuant to any statute, governing documents, contract or other agreement or otherwise) with respect to any claim brought by an Indemnified Party against any Indemnifying Securityholder relating to this Agreement or any of the transactions contemplated hereby or the facts and circumstances underlying such claim. With respect to any Legal Proceeding brought by an Indemnified Party against any Indemnifying Securityholder relating to this Agreement and any of the transactions contemplated hereby, each Indemnifying Securityholder expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by such Indemnifying Securityholder (including by virtue of a payment out of the Escrow Fund) pursuant to this Article VI.
No Circular Recovery. Each Seller hereby agrees that it will not make any claim for indemnification against the Buyer or the Company, under Section 6.8 of this Agreement or otherwise, by reason of the fact that such Seller was a controlling person, director, employee or Representative of the Company or was serving as such for another Person at the request of the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Legal Requirement, Organizational Document, Contractual Obligation or otherwise) with respect to any claim brought by a Buyer Indemnified Person against any Seller under this Agreement. With respect to any claim brought by a Buyer Indemnified Person against any Seller under this Agreement, each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by such Seller pursuant to this Article IX.
No Circular Recovery. Each Stockholder hereby agrees that he or it will not make any claim for indemnification against the Parent, the Company, or the Surviving Corporation by reason of the fact that such Stockholder was a Representative of the Company or was serving as such for another Person at the request of the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract, or otherwise) with respect to any claim brought by a Parent Indemnitee against any Stockholder relating to this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by a Parent Indemnitee against any Stockholder relating to this Agreement or any of the transactions contemplated hereby, each Stockholder expressly waives any right of subrogation, contribution, advancement, indemnification, or other claim against the Company with respect to any amounts such Stockholder is liable for pursuant to the indemnification provisions set forth in ARTICLE VI or this ARTICLE VIII.
No Circular Recovery. Without limiting its rights under Section 7.2(b) of this Agreement, each Company Holder hereby agrees that it will not make any claim for indemnification against Buyer or the Surviving Company by reason of the fact that such Company Holder was a stockholder, option holder, controlling person, director, manager, employee or representative of the Company or was serving as such for another Person at the request of the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any claim brought by a Buyer Indemnified Person against any Company Holder under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnified Person against the Sellers under this Agreement or otherwise relating to this Agreement or any of the transactions contemplated hereby, the Stockholder Representative shall not claim and the Sellers expressly waive any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by the Sellers or any Seller pursuant to this Article VII or otherwise. The R&W Insurance Policy will expressly exclude any right of subrogation against the Sellers by the insurer underwriting the R&W Insurance Policy; provided, however, that the R&W Insurance Policy shall not be required to exclude the R&W insurer’s right of subrogation with respect to Buyer’s rights against the Sellers in the case of Fraud by the Company.
No Circular Recovery. No Shareholder shall be entitled to make any claim for indemnification against Buyer, the Surviving Corporations or any of their respective Affiliates by reason of the fact that he or she was a controlling person, director, officer, employee, agent or other representative of the Companies (whether such claim is pursuant to any statute, charter, bylaw, contractual obligation or otherwise) with respect to any matter relating to or arising out of a matter which is subject to the provisions of Section 8.2.
No Circular Recovery. Effective as of the Closing, Seller hereby waives and releases any and all rights that Seller may have under this Agreement or otherwise (including pursuant to the Organizational Documents of any Company) for contribution or reimbursement from any Company for any action taken or not taken by Seller or such Company at or prior to the Closing with respect to any matter that gives rise to a Buyer Loss for which a Seller Liability Determination is made pursuant to this Article VIII.
No Circular Recovery. No Transferor may seek indemnification under the Governing Documents from the Company for any matter for which it has an indemnification obligation hereunder.
No Circular Recovery. Each of MCO and CAV hereby agrees that they will not make any claim for indemnification against OBMP by reason of the fact that each was a controlling person, director, employee or representative of OBMP or Vitel or was serving as such for another Person at the request of OBMP or Vitel (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any legal requirement, organizational document, contractual obligation or otherwise) with respect to any claim brought by an OBMP Indemnified Person against any of MCO or CAV under this Agreement or otherwise relating to this Agreement. With respect to any claim brought by an OBMP Indemnified Person against MCO or CAV under this Agreement or otherwise relating to this Agreement, each of MCO and CAV expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any of OBMP or Vitel with respect to any amounts owed by MCO or CAV pursuant to this Clause IV or otherwise
