Waiver by Sellers. After the Closing Date, no Seller shall have any right of contribution against Millennium for any breach of any representation, warranty, covenant or agreement of Millennium and each Seller hereby waives any and all claims it may have, known or unknown against Millennium and its directors and officers whether or not related to this Agreement or the transactions contemplated hereby. In addition, each of the Sellers hereby agrees that it will not make any claim (directly or indirectly) for indemnification against Buyer or Millennium by reason of the fact that it was a director, officer, employee, or agent of Millennium or was serving at the request of Millennium as such, with respect to any action, suit or proceeding brought by anyone against such Seller regarding any action or inaction occurring prior to the Closing Date.
Waiver by Sellers. If Sellers, with knowledge of (i) a default in any ------------------- of the covenants, agreements or obligations to be performed by Buyer under this Contract and/or (ii) any breach of or inaccuracy in any representation or warranty of Buyer made in this Contract nonetheless elects to proceed to closing, then, upon the consummation of the closing, Sellers shall be deemed to have waived any such default and/or breach or inaccuracy and shall have no claim against Buyer with respect thereto. (g)
Waiver by Sellers. 16 8.10. As Is Sale......................................................... 16
Waiver by Sellers. Xxxxxxx, XX and Xxxxxxxx Lake each hereby waives ----------------- any right of first refusal or right of first offer it or he may have under the Partnership's Organizational Documents (defined below) with respect to the sale of the Interests by the others pursuant to this Agreement.
Waiver by Sellers. Each Seller hereby agrees that, from and after the Closing, none of the Sellers (and none of their directors, officers, employees, agents, assignees or successors in interest) shall make any claim for indemnification against any of the Companies (whether pursuant to their respective Articles of Incorporation or any indemnification agreement existing between any Company and such Person or under applicable law or otherwise) by reason of the fact that such Person is or was a stockholder, director, officer, employee or agent of such Company or is or was serving at the request of such Company as a partner, trustee, director, manager, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement losses, expenses or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any Buyer Group Member against such Person pursuant to this Agreement or otherwise relating in any respect to the transactions contemplated by this Agreement, and each Seller hereby acknowledges and agrees that no such Person shall be entitled to any claims or rights to contribution or indemnity from the Company with respect to any amount paid by the Sellers pursuant to Article XI.
Waiver by Sellers. Sellers hereby waive the requirement set forth in Section 4.14 and 6.02 of the Agreement that Purchasers secure, prior to or at the Closing, the release of the guaranties set forth as items 1, 3, 4, 6 and 7 in Section 4.14 of the Disclosure Schedule (collectively, the "Guaranties").
Waiver by Sellers. All prior agreements between Sellers and the Company with respect to the Shares or the retained Shares are voided and are non-binding on the Company, except that Sellers shall have the rights in paragraphs 1.07 and 1.08.
Waiver by Sellers. Each Seller hereby waives and releases any rights of pre-emption over or in respect of the Shares existing under the Articles of Association of the Company or otherwise. ARTICLE 2
