Common use of No Circular Recovery Clause in Contracts

No Circular Recovery. After the Closing, no Stockholder shall be entitled to any indemnification against Purchaser Parent, Purchaser, Merger Subs, the Surviving Company or the Company by reason of the fact that such Stockholder was a controlling person, director, officer, employee or representative of the Company or was serving as such for another Person at the request of Purchaser Parent, Purchaser, Merger Subs, the Surviving Company or the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, Governing Document, contractual obligation or otherwise) with respect to any claim brought by a Purchaser Indemnified Party pursuant to Article IX or Article XI. With respect to any claim brought by a Purchaser Indemnified Party relating to this Agreement or any Company Ancillary Agreement, no Stockholder shall have any right of subrogation, contribution, advancement, indemnification or other claim against Merger Subs, the Company, or the Surviving Company with respect to any amounts owed to the Purchaser Indemnified Parties pursuant to Article IX or Article XI.

No Circular Recovery. After the Closing, no No Stockholder Indemnitee shall be entitled to make any claim for indemnification against Purchaser the Parent, PurchaserBuyer, Merger Subs, the Surviving Company or the Company Surviving Entity by reason of the fact that such Stockholder Indemnitee was a controlling person, director, officer, employee or representative of the Company or the Surviving Entity or was serving as such for another Person at the request of Purchaser Parent, Purchaser, Merger Subs, the Surviving Company Buyer or the Company (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, Governing Documentorganizational document, contractual obligation or otherwise) with respect to any claim brought by a Purchaser Indemnified Party pursuant Parent Indemnitee against any Stockholder Indemnitee relating to Article IX this Agreement or Article XIthe transactions contemplated hereunder. With respect to any claim brought by a Purchaser Indemnified Party Parent Indemnitee against any Stockholder Indemnitee relating to this Agreement or any Company Ancillary Agreementthe transactions contemplated hereunder, no each Stockholder Indemnitee shall have expressly waive any right of subrogation, contribution, advancement, indemnification or other claim against Merger Subs, the Company, or the Surviving Company with respect to any amounts owed to the Purchaser Indemnified Parties by such Stockholder Indemnitee pursuant to this Article IX or Article XIVIII.

No Circular Recovery. After Each Signing Shareholder hereby agrees that, after the Closing, no Stockholder shall be entitled to such Signing Shareholder will not make any claim for indemnification against Purchaser Parent, Purchaser, Merger SubsSub, the Surviving Entity or any Company or the Company Subsidiary by reason of the fact that such Stockholder Signing Shareholder was a controlling person, director, officer, employee or representative of the Company or a Company Subsidiary or was serving as such for another Person at the request of Purchaser Parent, Purchaser, Merger SubsSub, the Surviving Entity, the Company or the a Company Subsidiary (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, Governing Document, contractual obligation or otherwise) with respect to any claim brought by a Purchaser Indemnified Party against any Signing Shareholder pursuant to this Article IX or Article XI. X. With respect to any claim brought by a Purchaser Indemnified Party against any Signing Shareholder relating to this Agreement or any Company Seller Ancillary Agreement, no Stockholder shall have each Signing Shareholder expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against Merger SubsSub, the Company, or the Surviving Entity or any Company Subsidiary with respect to any amounts owed to the Purchaser Indemnified Parties by such Signing Shareholder pursuant to this Article IX or Article XI.X.

No Circular Recovery. After the Closing, no Stockholder shall be entitled to any indemnification against Purchaser Parent, Purchaser, Merger SubsSub, the Surviving Corporation or any Company or the Company Subsidiary by reason of the fact that such Stockholder was a controlling person, director, officer, employee or representative of the Company or a Company Subsidiary or was serving as such for another Person at the request of Purchaser Parent, Purchaser, Merger SubsSub, the Surviving Corporation, the Company or the a Company Subsidiary (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any statute, Governing Document, contractual obligation or otherwise) with respect to any claim brought by a Purchaser Indemnified Party pursuant to Article IX VIII or Article XI. X. With respect to any claim brought by a Purchaser Indemnified Party relating to this Agreement or any Company Ancillary Agreement, no Stockholder shall have any right of subrogation, contribution, advancement, indemnification or other claim against Merger SubsSub, the Company, or the Surviving Corporation or any Company Subsidiary with respect to any amounts owed to the Purchaser Indemnified Parties pursuant to Article IX VIII or Article XI.X.