Escrow; Threshold; Limitations on Indemnity Clause Samples

Escrow; Threshold; Limitations on Indemnity. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) The maximum Liability of the Sellers under Section 9.2(a)(i) (except in respect of the Fundamental Representations) shall be an amount equal to the Escrow Amount. The sole and exclusive source of recovery of the Parent Indemnified Parties pursuant to Section 9.2(a)(i) (except in respect of the Fundamental Representations) shall be the Escrow Fund, and no Parent Indemnified Party shall have any recourse against Seller, any of Seller’s Affiliates or any other Person in respect of any Losses or claims for indemnification pursuant to Section 9.2(a)(i) (except in respect of the Fundamental Representations). (ii) The amount in the Escrow Fund shall be released to the Sellers, as follows on the date that is five (5) business days following the fifteen (15) month anniversary of the Closing Date (the “Release Date”): the difference, if positive, obtained by subtracting from the remaining funds in the Escrow Fund an amount equal to the aggregate amount of unsatisfied claims for Losses of Parent Indemnified Parties under Section 9.2(a)(i) — (iii) properly made on or prior to the Release Date in accordance with the provisions of this Article IX and the Escrow Agreement. Further, from and after the Release Date, to the extent that (A) any amounts have been withheld in respect of such unsatisfied claims and (B) the applicable underlying claims are resolved in favor of the Indemnifying Parties, such amounts shall be promptly released to the Sellers in accordance with this Agreement and the Escrow Agreement. (iii) The Parent Indemnified Parties shall have no right to indemnification pursuant to Section 9.2(a)(i) unless all such Losses of the Parent Indemnified Parties thereunder shall aggregate to more than $500,000 (the “Losses Threshold”), after which time the Parent Indemnified Parties shall be entitled to be indemnified against the Losses in excess of such amount; provided, that the Losses Threshold shall not apply to any Losses arising out of or resulting from the breach of or inaccuracy in any Fundamental Representation. For the avoidance of doubt, the Losses Threshold shall not apply to any claims for indemnification under Section 9.2(a)(ii) — (iii). (iv) The Parent Indemnified Parties shall have no right to indemnification pursuant to Section 9.2(a)(i) unless such Loss (including any series of related Losses) equals or exceeds $25,000 (the “De Minimis Threshold”) (it being understood tha...