No Claim Against the Company. The Shareholder has no Claim against the Company, and the Company is not indebted or otherwise obligated to such Shareholder, including by reason of the entering into of this Agreement.
No Claim Against the Company. The Executive specifically acknowledges that he shall have no rights to any compensation or Benefits or to any reimbursement of expenses whatsoever under the Executive Employment Agreement, and hereby waives any and all claims against the Company in these regards.
No Claim Against the Company. Each Company Securityholder waives any right of contribution or other similar right against the Company arising out of the representations, warranties, covenants and agreements contained in this Agreement and agrees that any claim of any Buyer Indemnified Party, whether for indemnity or otherwise, may be asserted directly against the Company Securityholders, without any need for any claim against, or joinder of, the Company.
No Claim Against the Company. Each Member and the Founder waives any and all rights of indemnification, contribution and other similar rights against the Company (whether arising pursuant to any the Company’s Certificate of Formation, Old Operating Agreement or New Operating Agreement, any contract, any Law or otherwise) arising out of the representations, warranties, covenants and agreements contained in this Agreement or the Disclosure Schedule and/or out of the negotiation, execution and performance of this Agreement or the Disclosure Schedule, and agrees that any claim of any Indemnified Party, whether for indemnity or otherwise, may be asserted directly against the Founder, all Members or any Member (to the extent provided herein), without any need for any claim against, or joinder of, the Company or any other Member.
No Claim Against the Company. Effective as of the Closing, each Stockholder waives any and all rights of indemnification, contribution and other similar rights against the Company (whether arising pursuant to the Company Charter Documents, any Contract, any Law or otherwise) arising out of the representations, warranties, covenants and agreements contained in the Transaction Documents and/or out of the negotiation, execution and performance of the Transactions Documents, and agrees that any claim of any Buyer Indemnified Party, whether for indemnity or otherwise, may be asserted directly against the Sellers (to the extent provided herein), without any need for any claim against, or joinder of, the Company.
No Claim Against the Company. The Contractor specifically acknowledges that he shall have no rights to any compensation or to any reimbursement of expenses whatsoever under the Independent Contractor Agreement, and hereby waives any and all claims against the Company in these regards.
No Claim Against the Company. Effective as of the Closing, each Company Stockholder, by its execution and delivery of this Agreement and/or the Written Consent, hereby (a) waives any and all rights of indemnification, contribution and other similar rights against the Company (whether arising pursuant to any charter document of the Company, any contract, applicable Law or otherwise) arising out of the representations, warranties, covenants and agreements contained in this Agreement and/or out of the negotiation, execution or performance of this Agreement, and agrees that any claim of the Buyer, whether for indemnity or otherwise, may be asserted directly against the Company Stockholders or any Company Stockholder (solely to the extent, and subject to the limitations, provided in this Agreement), without any need for any claim against, or joinder of, the Company and (b) forever waives, releases and discharges (and hereby agrees to cause each of its representatives to forever waive, release and discharge) with prejudice the Company from any and all claims, rights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, law or otherwise), causes of action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, arising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, suspected or unsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at or prior to the Closing; provided, however, this clause (b) shall not be construed as releasing any Party from its obligations otherwise expressly set forth in this Agreement or any agreement delivered pursuant to this Agreement (including, without limitation, the Buyer indemnification obligations set forth in Section 7.1(d)).
