Seller’s Waiver. Seller hereby further releases, assigns and waives any and all rights of subrogation or recovery against, inter alia, CEB and its assigns, undertakings and their subsidiaries, affiliates, employees, successors, insurers and underwriters, which Seller may otherwise have or acquire in or from or in any way connected with any loss, liability or obligation covered by policies of insurance maintained or required to be maintained by Seller pursuant to this Agreement (other than third party liability insurance policies) or because of deductible clauses in or inadequacy of limits of any such policies of insurance.
Seller’s Waiver. Notwithstanding anything to the contrary contained herein, Seller hereby waives and acknowledges that it shall not exercise or assert, any right of contribution or right to indemnity or any other right or remedy against any Brand Company in connection with any indemnification obligation or any other Liability to which Seller may become subject under this Agreement or otherwise in connection with any of Contemplated Transactions; provided that this waiver shall not apply to or limit any of Seller’s rights under or pursuant to any Collateral Agreement.
Seller’s Waiver. Notwithstanding anything to the contrary in this Agreement or the Related Agreements, neither Buyer shall be liable to the Seller Indemnitees under Section 12.1(b) for any exemplary, punitive, special, indirect, consequential, remote, or speculative damages, except to the extent any such damages are included in any action by a Third Party against a Seller Indemnitee for which such Seller Indemnitee is entitled to indemnification under Section 12.1(b).
Seller’s Waiver. 8.1 The Seller irrevocably agrees and consents to any actions of the Lenders, the Lender's Representative and the Procurer or exercise of their rights under and in accordance with these terms.
Seller’s Waiver. 13) No waiver of any provision of this Agreement by Seller shall constitute a waiver of any other provision or of the same provision for a subsequent act.
Seller’s Waiver. Except for the failure to comply with the covenants set forth in this Agreement or for any inaccuracy in the representations and warranties set forth in this Agreement, Sellers, on behalf of themselves and their officers, directors, stockholders, partners, members, employees, agents, affiliates, representatives, successors and assigns, hereby:
Seller’s Waiver. 6.4.1 Conditional upon Closing, the Seller hereby waives (for the benefit of the Purchaser and the Company and its Subsidiaries) any and all rights, claims, proceedings or remedies of any nature whatsoever, in law or in equity, of every kind or description (“Claims”) which the Seller now has, or may have in the future, against the Company arising from the Share Subscription Agreement provided that if the Seller becomes aware of any Losses to which the Seller is entitled to claim from the Company prior to the Closing Date under the Share Subscription Agreement which would, if so agreed or determined to be payable by the Company, have the effect of reducing the Losses for which the Seller is responsible under this Agreement, the Seller shall provide the Purchaser with written notice of the extent and nature of such Claim, and the maximum liability of the Seller under this Agreement as set out in paragraph 1.3 of Schedule 3 shall be reduced by the amount of such Claim which is agreed or determined.
Seller’s Waiver. Each Seller covenants that it will forever waive any rights under any non-competition, non-disclosure, non-solicitation or similar provisions it has under any employment, non-compete or other arrangements with any their respective former employees who are to be become Transferred Employees after the Closing or otherwise relate to the Acquired Assets.
Seller’s Waiver. Notwithstanding anything to the contrary contained herein, Casella hereby waives and acknowledges that it shall not exercise or assert, any right of contribution or right to indemnity or any other right or remedy against the Companies or any of their respective Subsidiaries in connection with any indemnification obligation or any other Liability to which Casella or any of its Subsidiaries may become subject under this Agreement or otherwise in connection with any of the transactions contemplated herein.
Seller’s Waiver. Notwithstanding anything to the contrary contained herein, Sellers’ Representative and each Seller hereby waives and acknowledges that it shall not exercise or assert, any right of contribution or right to indemnity or any other right or remedy against any member of the Company Group in connection with any indemnification obligation or any other Liability to which any of Sellers’ Representative or any Seller may become subject under this Agreement or otherwise in connection with any of the transactions contemplated herein. Escrow Release. On the date that is the second (2nd) Business Day following the date that is eighteen (18) months following the Closing Date, Sellers’ Representative and Purchaser shall jointly instruct the Escrow Agent in writing to release as promptly as practicable to each Seller that percentage of the remaining Escrowed Shares and Escrowed Bonds in accordance with the Allocation Schedule, less the number of Escrowed Shares and Escrowed Bonds (in as close to the same proportion as reasonably practicable to the Closing Stock Consideration and Closing Bond Consideration received by the Sellers), equal in value using the -72- Agreed Share Price and the Agreed Bond Price, respectively, necessary to satisfy all outstanding claims which are the subject of a Claim Certificate delivered pursuant to this Article IX in respect of the Escrow Amount. Purchaser and Sellers’ Representative shall cause the Escrow Agent to disburse any Escrowed Shares and Escrowed Bonds not released pursuant to the preceding sentence due to any such then-pending claim to Purchaser or Sellers, as applicable, promptly upon the resolution of such claim in favor of Purchaser or Sellers, respectively. Release. From and after the Closing, to the fullest extent permitted under applicable Law, each Seller on behalf of itself and its successors and assigns hereby irrevocably and unconditionally releases, acquits and forever discharges each Company, each other member of the Company Group, Purchaser and each of their respective Affiliates, and each of their respective past, present or future officers, managers, directors, equityholders, partners, counsel and agents (except for any such Person that is a Seller, and any such Seller’s Affiliates) (collectively, the “Released Parties”) of, from and against any and all Losses, Liabilities, Actions, duties, dues, accounts, bonds, Contracts, and covenants (whether express or implied), and claims and demands whatsoever, in law or equit...
