Seller’s Waiver Clause Samples

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. 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. 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. 8.2 The Seller irrevocably agrees and consents that from the date specified in clause 7.9, it shall cease to have any rights under this Agreement or the Financing Agreements. 8.3 The Seller warrants and covenants that any agreement entered into by the Seller, in relation to the Project, shall include a legally enforceable clause providing for automatic novation of such agreement in favour of the Selectee, at the option of the Lenders or the Procurer. The Seller further warrants and covenants that, in respect of any agreements which have already been executed in relation to the Project and which lack a legally enforceable clause providing for automatic novation of such agreement, the Procurer shall procure an amendment in the concluded agreement to incorporate such clause.

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. 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: (a) fully and irrevocably waive any and all Claims any such persons would or could have, or may hereafter have, against Purchaser and each of its current and future affiliates (including, without limitation, all persons who control Purchaser within the meaning of the Securities Act), and any of its respective officers, directors, stockholders, partners, members, managers, employees, agents, advisors, representatives, successors and assigns (Purchaser and all the foregoing persons, collectively, the “Purchaser Released Persons”) arising out of, based upon or relating to (including, without limitation, any liability under U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise) the possession or non-disclosure by Purchaser to Sellers of any information (including, without limitation, Confidential Information) in the possession of Purchaser regarding the Company or the Notes; (b) fully and forever release, discharge and dismiss any and all Claims any such persons ever had, now has, can have, or shall or may hereafter have, whether directly, derivatively, representatively or in any other capacity, against Purchaser or any of the other Purchaser Released Persons that are based upon, arise from or in any way relate to, directly or indirectly (including, without limitation, any and all claims alleging violations of U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise), the possession or non-disclosure by Purchaser to Sellers of any information (including, without limitation, Confidential Information) in the possession of Purchaser regarding the Company or the Notes; and (c) agree not to assist, solicit or encourage, directly or indirectly, any other person to assert any Claim waived, released, discharged or dismissed pursuant to this Section 3.2. Each Seller confirms that it understands the significance of the foregoing waiver and that Purchaser is relying on the foregoing waiver when deciding to enter into this Agreement and would not enter into this Agreement without such waiver. Notwithstanding a...

Seller’s Waiver. Subject to the Closing and what follows from the Employment Agreements, as applicable, each Seller hereby waives, on behalf of itself and any person affiliated to it, in favour of the Purchaser and the Company, any claim for any fees, damages or other compensation in respect of services provided by such Seller or such affiliated person at any time prior to the Closing Date.

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. 6.4.2 The Seller has no knowledge of any Claims which the Seller has, or is likely to have, on or before the Closing Date against the Company under the Share Subscription Agreement arising out of or relating to facts or circumstances existing at the date of this Agreement.

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.