Common use of No Circular Recovery Clause in Contracts

No Circular Recovery. Each Owner and the Seller hereby agree that it will not make any claim for indemnification against the Buyer or the Company Group by reason of the fact that such Owner or the Seller was a member, controlling Person, director, manager, employee or representative of a member of the Company Group (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any claim brought by a Buyer Indemnified Person against such Owner or the Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnified Person against such Owner or the Seller under this Agreement or otherwise relating to this Agreement or any of the transactions contemplated hereby, such Owner or the Seller shall not claim and such Owner and the Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by each Owner and the Seller pursuant to this Article IX or otherwise.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Avalon GloboCare Corp.), Membership Interest Purchase Agreement (Avalon GloboCare Corp.)

No Circular Recovery. Each Owner and Notwithstanding anything to the Seller contrary herein, the Contributors hereby agree that it will the Contributors shall not make any claim for indemnification against the Buyer or the Company Group by reason of the fact that such Owner or the Seller a Contributor was a membercontrolling person, controlling Person, director, officer or manager, employee or representative of a member of the Company Group or was serving as such for another Person at the request of the Company (whether such claim is for Losses Damages of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Documentorganizational or governance document, Contract contract or otherwise) with respect to any claim brought by a Buyer Indemnified Person against such Owner or the Seller Indemnitee under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement Agreement, any other Transaction Document or any of the transactions contemplated herebyhereby or thereby. With respect to any claim brought by a Buyer Indemnified Person against such Owner or the Seller Indemnitee under this Agreement or otherwise relating to this Agreement Agreement, any other Transaction Document or any of the transactions contemplated herebyhereby or thereby, such Owner or the Seller shall not claim and such Owner and the Seller Contributors expressly waives waive any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by each Owner and the Seller pursuant to this Article IX or otherwiseContributors hereunder.

Appears in 2 contracts

Sources: Contribution Agreement (Vinebrook Homes Trust, Inc.), Side Letter to Contribution Agreement (Vinebrook Homes Trust, Inc.)

No Circular Recovery. Each Owner and the Seller hereby agree agrees that he or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against the Purchased Company or, after the Closing, Buyer or the Company Group by reason of the fact that such Owner or the Seller was a memberan equity holder, controlling Personperson, director, manager, employee manager or representative of a member of the Purchased Company Group (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational DocumentContract, Contract organizational document of the Purchased Company or otherwise) with respect to any claim brought by a Buyer Indemnified Person Indemnitee against such Owner or the a Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnified Person Indemnitee against such Owner or the any Seller under this Agreement or otherwise relating to this Agreement or any of the transactions contemplated hereby, such Owner or the Seller shall not claim and such Owner and the Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Purchased Company with respect to any amounts owed by each Owner and the such Seller pursuant to this Article ARTICLE IX or otherwise.

Appears in 1 contract

Sources: Securities Purchase Agreement (Titan Machinery Inc.)

No Circular Recovery. Each Owner and the Seller hereby agree agrees that it will not make any claim for indemnification against the Buyer or the any Acquired Company Group by reason of the fact that such Owner or the Seller was a member, controlling Personperson, director, manager, employee or representative Representative of a member an Acquired Company or was serving as such for another Person at the request of the an Acquired Company Group (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Lawapplicable Legal Requirement, Organizational Document, Contract Contractual Obligation or otherwise) with respect to any claim brought by a Buyer Indemnified Person against such Owner or the any Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated herebyContemplated Transactions. With respect to any claim brought by a Buyer Indemnified Person against such Owner or the any Seller under this Agreement or otherwise relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated herebyContemplated Transactions, such Owner or the Seller shall not claim and such Owner and the each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the any Acquired Company with respect to any amounts owed by each Owner and the such Seller pursuant to this Article IX ARTICLE X or otherwise.

Appears in 1 contract

Sources: Stock Purchase Agreement (Carters Inc)

No Circular Recovery. Each Owner and the Seller hereby agree agrees that he or it will not make any claim for indemnification indemnification, contribution or advancement of expenses against any Heartland Company or, after the Closing, Buyer or the Company Group by reason of the fact that such Owner or the Seller was a memberan equity holder, controlling Personperson, director, manager, employee manager or representative of a member any of the Company Group Heartland Companies (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational DocumentContract, Contract organizational document of a Heartland Company or otherwise) with respect to any claim brought by a Buyer Indemnified Person Indemnitee against such Owner or the a Seller under this Agreement (or the underlying facts and circumstances of any such claim) or otherwise relating to this Agreement or any of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnified Person Indemnitee against such Owner or the any Seller under this Agreement or otherwise relating to this Agreement or any of the transactions contemplated hereby, such Owner or the Seller shall not claim and such Owner and the Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by each Owner and the Seller pursuant to this Article IX or otherwise.other

Appears in 1 contract

Sources: Securities Purchase Agreement (Titan Machinery Inc.)