Common use of No Circular Recovery Clause in Contracts

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 Indemnifying Securityholder hereby agrees that it will not make any claim for indemnification against the Buyer, the Company Surviving Corporation or the Surviving Corporation Company by reason of the fact that such Indemnifying Securityholder was a controlling personPerson, director, employee or other representative Representative of the Company or the Surviving Corporation or was serving as such for another Person at the request of the Buyer or the Company (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any statute, governing documentsorganizational document, contract or other agreement contractual obligation 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 claimhereby. With respect to any Legal Proceeding claim 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 VIARTICLE 10.

No Circular Recovery. Each Indemnifying Securityholder agrees that it will not make any claim against the Buyer, Buyer or 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 any of its Subsidiaries 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 Securityholders 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 Securityholders 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 or any of its Subsidiaries with respect to any amounts owed by such Indemnifying Securityholder (including by virtue of a payment out of the Indemnity Escrow Fund) pursuant to this Article VI.

No Circular Recovery. Each Indemnifying No Securityholder agrees that it will not be entitled to make any claim for indemnification against the BuyerParent Indemnified Parties (including, after the Effective Time, the Company or the Surviving Corporation Corporation) by reason of the fact that such Indemnifying Securityholder person was a controlling person, director, employee or other representative of the Company or any of its Affiliates or was serving as such for another Person person at the request of the Buyer Parent or the Company or any of their Affiliates (whether such claim is for Damages Losses of any kind or otherwise and whether such claim is pursuant to any statute, governing documents, contract or other agreement contractual obligation or otherwise) with respect to any claim brought by an the Parent Indemnified Party Parties against any Indemnifying Securityholder relating to this Agreement or any of the transactions contemplated hereby or that is determined to be an indemnifiable Loss in accordance with the facts terms and circumstances underlying such claim. conditions of this Article V. With respect to any Legal Proceeding claim brought by an the Parent Indemnified Party Parties against any Indemnifying Securityholder person relating to this Agreement and any of the transactions contemplated hereby, each Indemnifying Securityholder expressly waives Securityholder, by virtue of receiving the Merger Consideration and pursuant to the execution and delivery of his, her or its Letter of Transmittal, will be deemed to waive any right of subrogation, contribution, advancement, indemnification or other claim against the Company Surviving Corporation with respect to any amounts owed by such Indemnifying Securityholder (including by virtue of a payment out of the Escrow Fund) person pursuant to this Article VIV as of such date.