Remedies of the Surviving Corporation. After the Closing, the Surviving Corporation shall have the same rights and benefits under this Agreement as does Tyler with respect to the representations, warranties and covenants of the Shareholders contained herein, as fully as if such representations, warranties and covenants had been made to the Surviving Corporation in lieu or in place of Tyler or Sub. In any proceeding by the Surviving Corporation to assert or prosecute any claims under, or to otherwise enforce, this Agreement on behalf of itself or Tyler, each Shareholder agrees that he shall not assert as a defense or bar to recovery by the Surviving Corporation, and hereby waives any right to so assert such defense or bar such recovery, that (a) prior to Closing, the Company shall have had knowledge of the circumstances giving rise to the claim being pursued by it; (b) prior to Closing, the Company engaged in conduct or took action that caused or brought about the circumstances giving rise to its claim, or otherwise contributed thereto; (c) the Company is estopped from asserting or recovering upon its claim by reason of having joined in the representations, warranties and covenants made by the Shareholders in this Agreement; or (d) the Shareholder has a right of contribution from the Surviving Corporation to the extent that there is any recovery against him.
Remedies of the Surviving Corporation. After the Closing, the ------------------------------------- Surviving Corporation shall have the same rights and benefits under this Agreement as does Parent and Subsidiary with respect to the representations, warranties and covenants of the Shareholders contained herein, as fully as if such representations, warranties and covenants had been made to or with the Surviving Corporation in lieu of Parent and Subsidiary. In any proceedings by Parent or Subsidiary to assert or prosecute any claims under, or to otherwise enforce, this Agreement or any other agreement contemplated hereby or any transaction contemplated hereby or thereby, each of the Shareholders agrees that he shall not assert as a defense or bar to recovery by the Surviving Corporation and hereby waives any right so to assert such defense or bar such recovery, that (a) before the date of this Agreement the Companies (as opposed to Parent and Subsidiary) had knowledge of the circumstances giving rise to the claim being pursued by it; (b) before the date of this Agreement the Companies engaged in conduct or took action that caused or brought about the circumstances giving rise to its claim or otherwise contributed thereto; (c) the Surviving Corporation is estopped from asserting or recovering upon its claim by reason of having joined in the representations, warranties, and covenants made by Shareholders in this Agreement; or (d) Shareholders have a right of contribution from or indemnification by the Surviving Corporation to the extent that there is any recovery against him. Each of the Shareholders further agrees that he shall not under any circumstances whatsoever affirmatively seek any contribution from or indemnification by the Surviving Corporation for any losses, damages, expenses or other claims, regardless of form, suffered by him arising out of, related to or in connection with this Agreement or any other agreement contemplated hereby (except pursuant to Section 8.2) or any transaction contemplated hereby or thereby.
