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. This balance consists of accounts which currently have no recovery action on them, e.g. accounts which have just been billed.
No Recovery. Neither the Securityholders nor any of their respective Affiliates will have any right of contribution or indemnification from Parent or the Company for Liabilities for such Person’s obligations pursuant to this Article VIII or for any claim for which the Securityholders may be responsible to indemnify the Indemnified Parties.
No Recovery. Recover all or any of the Junior Debt (including by exercising any set-off, save as required by law).
No Recovery. The Buyer Indemnitees will not be entitled to recover under this Section 10.1 to the extent that the Losses underlying the subject matter of the claim were reflected in the calculation of any Purchase Price adjustment as finally determined pursuant to Section 2.5
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. Xxxxxxxx agrees that he will not recover upon, or otherwise enforce or accept monies from, any judgment, decision, or award, in each case with respect to any Claim released by him in this Release.
No Recovery. (a) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Company and its Subsidiaries against the Parents, Merger Sub or the Guarantors for any loss or damage arising out of or related to this Agreement or the transactions contemplated hereby, including any loss or damage suffered as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by the Parents or Merger Sub and the failure of the Merger to be consummated for any reason shall be the following, as applicable: (i) the Company may terminate this Agreement to the extent set forth in Section 8.1 and (ii) (A) to the extent this Agreement has been properly terminated in accordance with Section 8.1(i), the Company shall be entitled to be paid an aggregate amount equal to the Reverse Termination Fee to the extent required pursuant to Section 8.3(d), and upon payment of the Reverse Termination Fee in accordance with Section 8.3(d), none of Parents, Merger Sub or the Guarantors shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or (B) to the extent this Agreement has been terminated other than pursuant to Section 8.1(i), the Company shall be entitled to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount for all Persons not to exceed the amount of the Reverse Termination Fee. For the avoidance of doubt, none of the Parents, Merger Sub or the Guarantors shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement except as set forth in clauses (A) or (B) above.
