Common use of No Circular Recovery Clause in Contracts

No Circular Recovery. Notwithstanding anything to the contrary in this Agreement, each Seller hereby agrees that it will not make any claim for indemnification against either of the Buyer Parties or any Acquired Company by reason of the fact that such Seller was a controlling person, director, employee or Representative of an Acquired Company or was serving as such for another Person at the request of an Acquired 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 such Seller under this Agreement or otherwise relating to this Agreement, any Ancillary Agreement, any of the schedules or certificates delivered pursuant to this Agreement or any Ancillary Agreement, or any of the Contemplated Transactions, except to the extent that such claim brought by a Buyer Indemnified Person is finally determined to have not been a valid claim. With respect to any claim (other than a claim brought by a Buyer Indemnified Person that is finally determined to have not been a valid claim) brought by a Buyer Indemnified Person against any Seller under this Agreement or otherwise relating to this Agreement, any Ancillary Agreement or any of the Contemplated Transactions, such Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any Acquired Company with respect to any amounts owed by such Seller pursuant to this ARTICLE IX, ARTICLE X or otherwise.

No Circular Recovery. Notwithstanding anything Neither the Seller nor any Equityholder Indemnitor will be entitled to the contrary in this Agreement, each Seller hereby agrees that it will not make any claim for indemnification against either of the Buyer Indemnified Parties or any Acquired Company (including, after the Closing, the Company) by reason of the fact that such Seller person was a controlling person, director, employee or Representative representative of an Acquired the Company or any of its Affiliates or was serving as such for another Person person at the request of an Acquired the Company or any of its Affiliates (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Legal RequirementLaw, Organizational Documentgoverning documents, Contractual Obligation contractual obligation or otherwise) with respect to any claim brought by a the Buyer Indemnified Person Parties against such Seller under this Agreement or otherwise any Equityholder Indemnitor relating to this Agreement, any Ancillary Agreement, any of the schedules or certificates delivered pursuant to this Agreement or any Ancillary Agreement, or any of the Contemplated Transactions, except to the extent transactions contemplated hereby that such claim brought by a Buyer Indemnified Person is finally determined to have not been a valid claimbe an indemnifiable Loss in accordance with the terms and conditions of this ARTICLE 9. With respect to any claim (other than a claim brought by a the Buyer Indemnified Person that is finally determined to have not been a valid claim) brought by a Buyer Indemnified Person Parties against any Seller under this Agreement or otherwise person relating to this Agreement and any of transactions contemplated hereby, the Seller and each Equityholder Indemnitor, pursuant to the execution and delivery of the Joinder Agreement, any Ancillary Agreement or any of the Contemplated Transactions, such Seller expressly waives will be deemed to waive any right of subrogation, contribution, advancement, indemnification or other claim against any Acquired the Company with respect to any amounts owed by such Seller person pursuant to this ARTICLE IX, ARTICLE X or otherwise9 as of such date.

No Circular Recovery. Notwithstanding anything to the contrary in this Agreementherein, each Seller and Beneficial Owner hereby agrees agree that it will Seller and Beneficial Owner may not make any claim for indemnification against either of the Buyer Parties or any Acquired Company of its Affiliates (including the Company) by reason of the fact that such Seller or Beneficial Owner was a controlling person, directormanager, employee or Representative managing member, of an Acquired the Company or was serving as such for another Person at the request of an Acquired the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Legal Requirementapplicable Law, Organizational Documentorganizational or governance document, Contractual Obligation Contract, or otherwise) with respect to any claim brought by a Buyer Indemnified Person against such Seller Indemnitee under this Agreement or otherwise relating to this Agreement, any other Ancillary Agreement, any of the schedules or certificates delivered pursuant to this Agreement or any Ancillary AgreementDocument, or any of the Contemplated Transactions, except to the extent that such claim brought by a Buyer Indemnified Person is finally determined to have not been a valid claimtransactions contemplated hereby or thereby. With respect to any claim (other than a claim brought by a Buyer Indemnified Person that is finally determined to have not been a valid claim) brought by a Buyer Indemnified Person against any Seller Indemnitee under this Agreement or otherwise relating to this Agreement, any other Ancillary Agreement Document, or any the transactions contemplated hereby or thereby, without limiting the generality of the Contemplated TransactionsSection 6.03, such each of Seller and Beneficial Owner expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any Acquired the Company or its Subsidiaries with respect to any amounts owed by such Seller pursuant to this ARTICLE IX, ARTICLE X or otherwisehereunder.

No Circular Recovery. Notwithstanding anything to the contrary in Without limiting its rights under Section 7.2(b) of this Agreement, each Seller Company Holder hereby agrees that it will not make any claim for indemnification against either of Buyer or the Buyer Parties or any Acquired Surviving Company by reason of the fact that such Seller Company Holder was a stockholder, option holder, controlling person, director, manager, employee or Representative representative of an Acquired the Company or was serving as such for another Person at the request of an Acquired the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Legal RequirementLaw, Organizational Document, Contractual Obligation 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 Seller 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, any Ancillary Agreement, any of the schedules or certificates delivered pursuant to this Agreement or any Ancillary Agreement, or any of the Contemplated Transactions, except to the extent that such claim brought by a Buyer Indemnified Person is finally determined to have not been a valid claim. With respect to any claim (other than a claim brought by a Buyer Indemnified Person that is finally determined to have not been a valid claim) brought by a Buyer Indemnified Person against any Seller under this Agreement or otherwise relating to this Agreement, any Ancillary Agreement or any of the Contemplated Transactionstransactions contemplated hereby, such Seller the Stockholder Representative shall not claim and the Sellers expressly waives waive any right of subrogation, contribution, advancement, indemnification or other claim against any Acquired the Company with respect to any amounts owed by such the Sellers or any Seller pursuant to this ARTICLE IX, ARTICLE X 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.