Common use of No Circular Recovery Clause in Contracts

No Circular Recovery. Each Seller hereby agrees that he, she or it will not make any claim for indemnification against FibroGen, the Surviving Corporation or Fortis by reason of the fact that such Seller was a controlling Person, director, employee or Representative of Fortis or the Surviving Corporation or was serving as such for another Person at the request of FibroGen or Fortis (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, organizational document, contractual obligation or otherwise) with respect to any indemnification claim brought by an Indemnified Party against Sellers pursuant to Section 9.2. With respect to any claim brought by an Indemnified Party against Sellers pursuant to Section 9.2, each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against Fortis with respect to any amounts owed by such Seller pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.5.

No Circular Recovery. Each Neither the Seller hereby agrees that he, she or it nor any Equityholder Indemnitor will not be entitled to make any claim for indemnification against FibroGenthe Buyer Indemnified Parties (including, after the Closing, the Surviving Corporation or Fortis Company) by reason of the fact that such Seller person was a controlling Personperson, director, employee or Representative representative of Fortis the Company or the Surviving Corporation any of its Affiliates or was serving as such for another Person person at the request of FibroGen the Company or Fortis any of its Affiliates (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statuteLaw, organizational documentgoverning documents, contractual obligation or otherwise) with respect to any indemnification claim brought by the Buyer Indemnified Parties against any Equityholder Indemnitor relating to this Agreement or any of the transactions contemplated hereby that is determined to be an Indemnified Party against Sellers pursuant to Section 9.2indemnifiable Loss in accordance with the terms and conditions of this ARTICLE 9. With respect to any claim brought by an the Buyer Indemnified Party Parties against Sellers any person relating to this Agreement and any of transactions contemplated hereby, the Seller and each Equityholder Indemnitor, pursuant to Section 9.2the execution and delivery of the Joinder Agreement, each Seller expressly waives will be deemed to waive any right of subrogation, contribution, advancement, indemnification or other claim against Fortis the Company with respect to any amounts owed by such Seller person pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.5ARTICLE 9 as of such date.

No Circular Recovery. Each Notwithstanding anything to the contrary herein, no Seller hereby agrees that he, she Indemnitee will be entitled to indemnification by any of the Company or it will not make any claim for indemnification against FibroGen, Subsidiary of the Surviving Corporation Company or Fortis by any Purchaser Indemnitee by reason of the fact that such Seller Indemnitee was a controlling Personperson, director, employee or Representative of Fortis the Company or any Subsidiary of the Surviving Corporation Company, or was serving as such for another Person at the request of FibroGen the Company or Fortis any Subsidiary of the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statuteApplicable Law, articles of incorporation, bylaws or similar organizational document, contractual obligation Contract or otherwise) ), in each case with respect to any indemnification claim brought by an Indemnified Party which a Purchaser Indemnitee is entitled to bring against Sellers such Seller Indemnitee pursuant to Section 9.29.1(a) or Section 9.9(i) of this Agreement. With respect to any claim brought by an Indemnified Party which a Purchaser Indemnitee is entitled to bring against Sellers any Seller Indemnitee pursuant to Section 9.29.1(a) or Section 9.9(i) of this Agreement, each no Seller expressly waives Indemnitee shall have any right of subrogation, contribution, advancement, indemnification or other claim against Fortis the Company or any of its Subsidiaries with respect to any amounts owed by such Seller Indemnitee pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.5such claim brought by such Purchaser Indemnitee.

No Circular Recovery. Each The Seller hereby agrees that he, she or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against FibroGenthe Acquired Entity, the Surviving Corporation Purchased Subsidiaries or Fortis after the Closing, the Buyer by reason of the fact that such the Seller was a an equity holder, controlling Personperson, director, employee manager or Representative representative of Fortis any Acquired Entity or the Surviving Corporation or was serving as such for another Person at the request of FibroGen or Fortis Purchased Subsidiary (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statuteLaw, organizational documentOrganizational Documents, contractual obligation Contract or otherwise) with respect to any indemnification claim brought by an a Buyer Indemnified Party against the Sellers pursuant under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to Section 9.2this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by an a Buyer Indemnified Party against Sellers pursuant the Seller under this Agreement or otherwise relating to Section 9.2this Agreement or any of the transactions contemplated hereby, each the Seller shall not claim and the Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against Fortis the Acquired Entity or the Purchased Subsidiaries with respect to any amounts owed by such the Seller pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.5VIII or otherwise.

No Circular Recovery. Each Seller hereby agrees that he, she he or it will not make any claim for indemnification against FibroGen, the Surviving Corporation Buyer or Fortis the Company by reason of the fact that such Seller was a controlling Person, director, employee or Representative of Fortis or the Surviving Corporation Company or was serving as such for another Person at the request of FibroGen or Fortis the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statuteLegal Requirement, organizational documentOrganizational Document, contractual obligation Contract, or otherwise) with respect to any indemnification claim brought by an a Buyer Indemnified Party against Sellers pursuant any Seller relating to Section 9.2this Agreement or any of the Contemplated Transactions. With respect to any claim brought by an a Buyer Indemnified Party against Sellers pursuant any Seller relating to Section 9.2this Agreement or any of the Contemplated Transactions, each Seller expressly waives any right of subrogation, contribution, advancement, indemnification indemnification, or other claim against Fortis the Company with respect to any amounts owed by such Seller is liable for pursuant to Section 7.1 or this Article 911. Notwithstanding the foregoing, nothing in this Section 9.9 11.10 shall not restrict, impede, or limit the D&O Indemnified Parties any right of a Seller pursuant to an Employment Agreement, including any right to subrogation, contribution, advancement, indemnification, exculpation and insurance or other claim against the Company by a Seller arising pursuant to Section 7.5an Employment Agreement.

No Circular Recovery. Each Seller Party hereby agrees agrees, and each of the Sellers by executing such Seller’s Letter of Transmittal agrees, that he, she or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against FibroGen, any of the Surviving Corporation Buyer Parties or Fortis any Group Company by reason of the fact that such Seller was a controlling Personperson, director, employee or Representative of Fortis or the Surviving Corporation a Group Company or was serving as such for another Person at the request of FibroGen or Fortis a Group Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statuteLegal Requirement, organizational document, contractual obligation Contract or otherwise) with respect to any indemnification claim brought by an Indemnified Person against any Seller under this Agreement or the facts and circumstances underlying any such claim brought by an Indemnified Party against Sellers pursuant or otherwise relating to Section 9.2this Agreement, any Ancillary Agreement or any of the Contemplated Transactions. With respect to any claim brought by an Indemnified Party Person against Sellers pursuant any Seller under this Agreement or otherwise relating to Section 9.2this Agreement, any Ancillary Agreement or any of the Contemplated Transactions, each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against Fortis any Group Company with respect to any amounts owed by such Seller pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.510 or otherwise.

No Circular Recovery. Each Seller Signing Shareholder hereby agrees that hethat, she or it after the Closing, such Signing Shareholder will not make any claim for indemnification against FibroGenPurchaser, Merger Sub, the Surviving Corporation Entity or Fortis any Company Subsidiary by reason of the fact that such Seller Signing Shareholder was a controlling Personperson, director, officer, employee or Representative representative of Fortis the Company or the Surviving Corporation a Company Subsidiary or was serving as such for another Person at the request of FibroGen Purchaser, Merger Sub, the Surviving Entity, the Company or Fortis a Company Subsidiary (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, organizational documentGoverning Document, contractual obligation or otherwise) with respect to any indemnification claim brought by an a Purchaser Indemnified Party against Sellers any Signing Shareholder pursuant to Section 9.2. this Article X. With respect to any claim brought by an a Purchaser Indemnified Party against Sellers pursuant any Signing Shareholder relating to Section 9.2this Agreement or any Seller Ancillary Agreement, each Seller Signing Shareholder expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against Fortis Merger Sub, the Company, the Surviving Entity or any Company Subsidiary with respect to any amounts owed by such Seller Signing Shareholder pursuant to this Article 9. Notwithstanding the foregoing, nothing in this Section 9.9 shall limit the D&O Indemnified Parties right to indemnification, exculpation and insurance pursuant to Section 7.5.X.