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.
Appears in 2 contracts
Samples: Contribution Agreement (Vinebrook Homes Trust, Inc.), Side Letter to Contribution Agreement (Vinebrook Homes Trust, Inc.)
No Circular Recovery. Notwithstanding anything to Each Owner and the contrary herein, the Contributors Seller hereby agree that the Contributors shall it will not make any claim for indemnification against the Buyer or the Company Group by reason of the fact that a Contributor such Owner or the Seller was a member, controlling personPerson, officer or director, manager, employee or representative of a member of the Company or was serving as such for another Person at the request of the Company Group (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any Law, organizational or governance documentOrganizational Document, contract Contract or otherwise) with respect to any claim brought by a Buyer Indemnitee Indemnified Person against such Owner or the Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement, any other Transaction Document Agreement or any of the transactions contemplated hereby or therebyhereby. With respect to any claim brought by a Buyer Indemnitee Indemnified Person against such Owner or the Seller under this Agreement or otherwise relating to this Agreement, Agreement or any other Transaction Document or of the transactions contemplated hereby hereby, such Owner or thereby, the Contributors Seller shall not claim and such Owner and the Seller expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by each Owner and the Contributors hereunderSeller pursuant to this Article IX or otherwise.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Avalon GloboCare Corp.), Membership Interest Purchase Agreement (Avalon GloboCare Corp.)
No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors Seller hereby agree agrees that the Contributors shall it will not make any claim for indemnification against Buyer or the any Company by reason of the fact that a Contributor such Seller was a controlling person, officer director, employee or manager, Representative of the a Company or was serving as such for another Person at the request of the a Company (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any LawLegal Requirement, organizational or governance documentOrganizational Document, contract Contractual Obligation or otherwise) with respect to any claim brought by a Buyer Indemnitee Indemnified Person against Seller under this Agreement or otherwise relating to this Agreement, any other Transaction Document Ancillary Agreement or any of the transactions contemplated hereby or therebyContemplated Transactions. With respect to any claim brought by a Buyer Indemnitee Indemnified Person against Seller under this Agreement or otherwise relating to this Agreement, any other Transaction Document Ancillary Agreement or any of the transactions contemplated hereby or therebyContemplated Transactions, the Contributors each Seller expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the any Company with respect to any amounts owed by the Contributors hereundersuch Seller pursuant to this Article X or otherwise.
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No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors Each Seller hereby agree agrees that the Contributors shall he or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against the Purchased Company or, after the Closing, Buyer or the Company by reason of the fact that a Contributor such Seller was a an equity holder, controlling person, officer manager or manager, representative of the Company or was serving as such for another Person at the request of the Purchased Company (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any Law, Contract, organizational or governance document, contract document of the Purchased Company or otherwise) with respect to any claim brought by a Buyer Indemnitee against a Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement, any other Transaction Document Agreement or any of the transactions contemplated hereby or therebyhereby. With respect to any claim brought by a Buyer Indemnitee against any Seller under this Agreement or otherwise relating to this Agreement, Agreement or any other Transaction Document or of the transactions contemplated hereby or therebyhereby, the Contributors such Seller shall not claim and such Seller expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the Purchased Company with respect to any amounts owed by the Contributors hereundersuch Seller pursuant to this ARTICLE IX or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors Each Seller hereby agree agrees that the Contributors shall he or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against any Heartland Company or, after the Closing, Buyer or the Company by reason of the fact that a Contributor such Seller was a an equity holder, controlling person, officer manager or manager, representative of any of the Company or was serving as such for another Person at the request of the Company Heartland Companies (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any Law, Contract, organizational or governance document, contract document of a Heartland Company or otherwise) with respect to any claim brought by a Buyer Indemnitee against a Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement, any other Transaction Document Agreement or any of the transactions contemplated hereby or therebyhereby. With respect to any claim brought by a Buyer Indemnitee against any Seller under this Agreement or otherwise relating to this Agreement, Agreement or any other Transaction Document or of the transactions contemplated hereby or therebyhereby, the Contributors such Seller shall not claim and such Seller expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by the Contributors hereunder.other
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors Each Seller hereby agree agrees that the Contributors shall it will not make any claim for indemnification against Buyer or the any Acquired Company by reason of the fact that a Contributor such Seller was a controlling person, officer director, employee or manager, Representative of the an Acquired Company or was serving as such for another Person at the request of the an Acquired Company (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any Lawapplicable Legal Requirement, organizational or governance documentOrganizational Document, contract Contractual Obligation or otherwise) with respect to any claim brought by a Buyer Indemnitee Indemnified Person against any Seller under this Agreement or otherwise relating to this Agreement, any other Transaction Document Ancillary Agreement or any of the transactions contemplated hereby or therebyContemplated Transactions. With respect to any claim brought by a Buyer Indemnitee Indemnified Person against any Seller under this Agreement or otherwise relating to this Agreement, any other Transaction Document Ancillary Agreement or any of the transactions contemplated hereby or therebyContemplated Transactions, the Contributors each Seller expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the any Acquired Company with respect to any amounts owed by the Contributors hereundersuch Seller pursuant to this ARTICLE X or otherwise.
Appears in 1 contract
No Circular Recovery. Notwithstanding anything to the contrary herein, the Contributors Each Shareholder hereby agree agrees that the Contributors shall it will not make any claim for indemnification against the Buyer or the Company Business by reason of the fact that a Contributor such Shareholder was a controlling person, officer director, employee or manager, Representative of the Company Seller or the Business or was serving as such for another Person at the request of the Company Buyer, the Seller or the Business (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any Lawstatute, organizational or governance document, contract contractual obligation or otherwise) with respect to any claim brought by a Buyer Indemnitee under this Agreement Indemnified Person against the Seller or otherwise any Shareholder relating to this Agreement, any other Transaction Document Agreement or any of the transactions contemplated hereby or therebyContemplated Transactions. With respect to any claim brought by a Buyer Indemnitee under this Agreement Indemnified Person against the Seller or otherwise any Shareholder relating to this Agreement, Agreement and any other Transaction Document or of the transactions contemplated hereby or therebyContemplated Transactions, the Contributors Seller and each Shareholder expressly waive waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company Buyer or the Business with respect to any amounts owed by the Contributors hereundersuch Seller or Shareholder pursuant to this Section 9.
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