Common use of Limited Indemnification Clause in Contracts

Limited Indemnification. 8.2.1 The Escrow Amount shall be used to indemnify and hold harmless Parent, Merger Sub, the Surviving Corporation, and their respective directors, managers, officers, employees, Affiliates, Stockholders, members, agents, attorneys, Representatives, successors and permitted assigns (collectively, the “Parent Covered Parties”) from any and all Losses up to the Indemnity Cap Amount arising out of or incurred in connection with (a) any breach of any of the representations or warranties set forth in Article 3 or (b) any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Parent shall have the right to, from time to time, recover any such Losses from the Escrow Account. In the event Parent desires to recover any Losses from the Escrow Account, Parent shall promptly deliver a written notice to the Stockholders’ Representative describing the nature and amount (if known) of the Loss, and Parent shall recover such Loss from the Escrow Account upon the mutual agreement of Parent and Stockholders’ Representative or a final determination or award of a court of competent jurisdiction with respect to such matter. For the avoidance of doubt, except for claims for Fraud (for which the individuals who committed the Fraud shall be liable), the Escrow Account shall be the exclusive source of recovery against Stockholders’ Representative or the Company Stockholders under this Agreement for Losses arising out of or incurred in connection with any breach of any of the representations and warranties set forth in Article 3 or any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Following the delivery of any such written notice by ▇▇▇▇▇▇, Parent and Stockholders’ Representative shall work together in good faith to resolve any disagreements with respect to the nature and/or amount of such Loss as soon as reasonably practicable.