Common use of No Circular Recovery; Double Recovery Clause in Contracts

No Circular Recovery; Double Recovery. Notwithstanding anything to the contrary in this Agreement, each Seller Party, on behalf of itself and all Seller Indemnified Persons, hereby agrees that no Seller Indemnified Person shall make any claim for indemnification against Buyer or any other Buyer Indemnified Person by reason of the fact that such Seller Indemnified Person was a controlling Person, equity holder or Representative of any Group Company or the Business with respect to any claim brought by a Buyer Indemnified Person against any Seller Party relating to this Agreement, the other Transaction Documents or any of the Transactions or that is based on any facts or circumstances that form the basis for an Indemnity Claim by a Buyer Indemnified Person under this Agreement. For avoidance of doubt, Seller Parties are not Buyer Indemnified Persons hereunder. No Party is to be entitled to recover any Losses pursuant to this Article VII to the extent such Party has previously actually recovered the full cash amount of such Losses pursuant to another provision of this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

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No Circular Recovery; Double Recovery. Notwithstanding anything to the contrary in this Agreement, each Seller Party, on behalf Sellers hereby agree that none of itself and all Seller Indemnified Persons, hereby agrees that no Seller Indemnified Person Sellers shall make any claim for indemnification against Buyer Buyer, the Company or any other Buyer Indemnified Person by reason of the fact that such Seller Indemnified Person any of Sellers was a controlling Person, equity holder holder, member, Warrant Holder or Representative of any Group the Company or the Business with respect to any claim brought by a Buyer Indemnified Person against any Seller Party Sellers relating to this Agreement, the other Transaction Documents or any of the Transactions or that is based on any facts or circumstances that form the basis for an Indemnity Claim by a Buyer Indemnified Person under this Agreement. For avoidance of doubt, Seller Parties are Sellers will not be deemed a Buyer Indemnified Persons Person hereunder. No Party is to be entitled to recover any Losses pursuant to this Article VII VIII to the extent such Party has previously actually recovered the full cash amount of such Losses pursuant to another provision of this Agreement.

Appears in 1 contract

Samples: Membership Interest and Warrant Purchase Agreement (Hibbett Sports Inc)

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No Circular Recovery; Double Recovery. Notwithstanding anything to the contrary in this Agreement, each Seller Party, on behalf of itself and all Seller Indemnified Persons, hereby agrees that no Seller Indemnified Person shall make any claim for indemnification against Buyer or any other Buyer Indemnified Person by reason of the fact that such Seller Indemnified Person was a controlling Person, equity holder or Representative of any Group Company or the Business with respect to any claim brought by a Buyer Indemnified Person against any Seller Party relating to this Agreement, the other Transaction Documents or any of the Transactions or that is based on any facts or circumstances that form the basis for an Indemnity Claim by a Buyer Indemnified Person under this Agreement. For avoidance of doubt, Seller Parties are not Buyer Indemnified Persons hereunder. No Party is to be entitled to recover any Losses pursuant to this Article VII 0 to the extent such Party has previously actually recovered the full cash amount of such Losses pursuant to another provision of this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

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