Common use of Source of Indemnification Clause in Contracts

Source of Indemnification. The maximum indemnification amount recoverable by Purchaser from the Sellers for Losses pursuant to this Section 8.3 is as follows: (i) Subject to clause (b)(iii) below, pursuant to an indemnity claim under Section 8.2(a)(i), or under Section 8.2(a)(vii) that arise from claims under Section 8.2(a)(i) (and with -67- respect to an indemnity claim under paragraphs 1 and 3 of Schedule 8.2(a)(xii)), the Escrow Fund, except (A) with respect to any breach or inaccuracy of a Specified Representation or (B) in the case of fraud, willful breach or intentional misrepresentation (with respect to both of which such limitation shall not apply); provided, however, that that with respect to a breach by a Seller under Section 3.31 through Section 3.36, the Indemnified Parties shall be entitled to recover such Seller’s pro rata share of the Escrow Amount and if such amount is insufficient to indemnify the Indemnified Parties, such Seller shall remain responsible for indemnification to the Indemnified Parties to the extent of any additional Losses arising from such Seller’s fraud, willful breach or intentional misrepresentation. (ii) Subject to clause (b)(iii) below, pursuant to an indemnity claim under (A) Section 8.2(a)(ii) through Section 8.2(a)(xii) (other than with respect to an indemnity claim under paragraphs 1 and 3 of Schedule 8.2(a)(xii)) or (B) Section 8.2(a)(i), but solely with respect to a breach or inaccuracy of a Specified Representation thereunder, an amount equal to the Company Adjusted Base Purchase Price, except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). (iii) In the event an Indemnified Party is, for any reason, entitled to recover an amount of Losses in excess of the then current balance of the Escrow Fund, then (A) the Indemnified Party shall first obtain recovery from the Escrow Fund before recovering additional Loss amounts from the Sellers, and (B) the Sellers shall be severally but not jointly liable on a pro rata basis for such Losses in excess of the Escrow Fund; provided, however, that each Seller’s maximum indemnification obligation shall not exceed his/her/its pro rata portion of the Company Adjusted Base Purchase Price, except in the case of such Seller’s fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply).

Source of Indemnification. The maximum indemnification amount recoverable by Purchaser from the Sellers for Losses pursuant to this Section 8.3 is as follows: (i) Subject to clause (b)(iii) below, pursuant to an indemnity claim under Section 8.2(a)(i), or under Section 8.2(a)(vii) that arise from claims under Section 8.2(a)(i) (and with -67- respect to an indemnity claim under paragraphs 1 and 3 of Schedule 8.2(a)(xii)), the Escrow Fund, except (A) with respect to any breach or inaccuracy of a Specified Representation or (B) in the case of fraud, willful breach or intentional misrepresentation (with respect to both of which such limitation shall not apply); provided, however, that that with respect to a breach by a Seller under Section 3.31 through Section 3.36, the Indemnified Parties shall be entitled to recover such Seller’s pro rata share of the Escrow Amount and if such amount is insufficient to indemnify the Indemnified Parties, such Seller shall remain responsible for indemnification to the Indemnified Parties to the extent of any additional Losses arising from such Seller’s fraud, willful breach or intentional misrepresentation. (ii) Subject to clause (b)(iii) below, pursuant to an indemnity claim under (A) Section 8.2(a)(ii) through Section 8.2(a)(xii) (other than with respect to an indemnity claim under paragraphs 1 and 3 of Schedule 8.2(a)(xii)) or (B) Section 8.2(a)(i), but solely with respect to a breach or inaccuracy of a Specified Representation thereunder, an amount equal to the Company Adjusted Base Purchase Price, except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). (iii) In the event an Indemnified Party is, for any reason, entitled to recover an amount of Losses in excess of the then current balance of the Escrow Fund, then (A) the Indemnified Party shall first obtain recovery from the Escrow Fund before recovering additional Loss amounts from the Sellers, and (B) the Sellers shall be severally but not jointly liable on a pro rata basis for such Losses in excess of the Escrow Fund; provided, however, that each Seller’s maximum indemnification obligation shall not exceed his/her/its pro rata portion of the Company Adjusted Base Purchase Price, except in the case of such Seller’s fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply).