No Recovery. In the event no Government Funding approval is obtained through the above services of GrantMatch, no fee shall be due or payable by the Client to GrantMatch.
No Recovery. Notwithstanding anything to the contrary in this Section 15 or this Agreement, Purchaser shall not be entitled to indemnification for any Losses pursuant to this Article 15 with respect to any breach of any Covered Representation (as defined below) if a Key Employee had or has actual knowledge of such breach of the Covered Representation prior to or as of the date of this Agreement or one of the Closing Dates, except in the case of Xxxxxxxx “actual knowledge” includes knowledge that Xxxxxxxx would reasonably be expected to have by virtue of his role as Chief Executive Officer of Advanced. As used herein, the term “Covered Representation” means the representations and warranties made by Sellers in Section 6.3; Section 6.5(vi); Section 6.6; Section 6.8, but only as to threatened actions; the last sentence of Section 6.9(a); the last sentence of Section 6.9(b); Section 6.14, as to any known spills or other environmental issues at locations of the Business; and the last sentence of Section 6.15.
No Recovery. No Seller Party shall be entitled to indemnification or contribution from any Acquired Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing shall not apply to Claims made against the Partnership, the General Partner or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership, the General Partner or Buyer set forth in this Agreement (each such Claim, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any Acquired Company under the Organizational Documents of such Acquired Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, the Seller Parties shall indemnify the Buyer or the applicable Acquired Company to the full extent of such recovery. Except as set forth in this Section 10.16, each Seller Party hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any Acquired Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that such Seller Party is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No Recovery. Seller shall not be entitled to indemnification or contribution from any TexStar Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing does not apply to (a) Claims made against the Partnership or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership or Buyer set forth in this Agreement or (b) a claim for indemnification by a Director/Officer Indemnitee under the Organizational Documents of any TexStar Company with respect to any Third Person Claim related to or arising out of or based upon such Director/Officer Indemnitee’s activities as such prior to the Closing except to the extent any such Third Person Claim relates to or arises out of any activities that constitute a breach of any representation or warranty contained in Article III, a breach of any covenant under this Agreement to be performed prior to Closing by Seller or any other matter giving rise to a right to any Buyer Indemnitee to indemnification under Article IX (collectively, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any TexStar Company under the Organizational Documents of such TexStar Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, Seller shall indemnify the Buyer or the applicable TexStar Company to the full extent of such recovery. Except as set forth in this Section 10.17, Seller hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any TexStar Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that the Seller is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No Recovery. Recover all or any of the Junior Debt (including by exercising any set-off, save as required by law).
No Recovery. In no circumstances whatsoever shall the Maker have any right to recover the amount of any payment made by the Maker under this Note whether by right of reimbursement, subrogation, contribution, indemnification or otherwise arising by contract, operation of law, or under the laws of partnerships, trusts, suretyship, guaranty or fiduciaries, or under any claim of breach of trust or fiduciary duty or otherwise, from the Note Issuer, any Grantor, any direct or indirect equity holders of the Note Issuer or any Grantor, any other issuer of the Permitted Beneficial Notes or any other persons any such right that may exist being fully waived.
No Recovery. No Principal Stockholder will be entitled to make any Claim for indemnification against Parent, the Merger Sub or, after the Effective Time, the Surviving Corporation by reason of the fact that such Principal Stockholder was a controlling Person, director, employee or representative of the Company or was serving as such for another Person at the request of Parent 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, contractual obligation or otherwise) with respect to any Claim for which a Parent Indemnitee is entitled to indemnification from a Principal Stockholder under this Agreement.
No Recovery. Once Toll Rail has lost rights of exclusivity in respect of any Line Segment, it shall not as of right regain those rights if its traffic or passenger levels subsequently increase above the thresholds levels in clause 5.1.
No Recovery. No Seller shall be entitled to indemnification or contribution from any Pueblo Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. Sellers hereby waive and release any and all rights that they may have to assert claims of indemnification or contribution against any Pueblo Company under this Agreement, any other Transaction Document, any other Contract or any provision of their Organizational Documents for any Losses that any Seller is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee.
No Recovery. Sellers shall not be entitled to, and effective as of the Closing do hereby waive any rights to, indemnification or contribution from each FrontStreet Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. If any right of indemnification or contribution from either FrontStreet Company under the Organizational Documents of such FrontStreet Company relating to a Claim is ultimately determined to be unwaivable, Sellers shall indemnify the Buyer or the applicable FrontStreet Company to the full extent of such recovery. Sellers hereby waive and release any and all rights that it may have to assert claims of indemnification or contribution against either FrontStreet Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that Sellers are obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. THE PARTIES HAVE signed this Agreement as of the date first set forth above. By: Regency OLP GP LLC, its general partner By: /s/ Rxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx Vice President By: Regency GP LP, its general partner By: Regency GP LLC, its general partner By: /s/ Rxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx Executive Vice President and Chief Operating Officer By: AIRCRAFT SERVICES CORPORATION, Its Sole Member and Manager By: /s/ Txxxx X. Xxxxx Txxxx X. Xxxxx Vice President By: /s/ Txxxxx X. Xxxxxxxxx, Xx. Txxxxx X. Xxxxxxxxx, Xx. Manager And: By: /s/ Dxxxx X. Xxxxxxxxx Dxxxx X. Xxxxxxxxx Manager
