Exceptions to Escrow as Exclusive Remedy Sample Clauses

Exceptions to Escrow as Exclusive Remedy. Notwithstanding Section 6.3(b)(ii) and subject to Section 6.3(d), the limitations set forth in Section 6.3(b)(ii) shall not apply: (1) in the case of claims for indemnification under Section 6.2(a)(ii) or 6.2(b)(iii); (2) to inaccuracies in any representations in the Specified Representations or any breaches of any representations or warranties of the Specified Representations, including the Intellectual Property Rep (as defined below); (3) [intentionally omitted]; (4) to any post-Closing adjustments made to the Total Purchase Price pursuant to Section 1.2(d); (5) to any allocation or distribution of the Total Purchase Price made in violation of applicable law, the Company’s Articles of Incorporation or Bylaws or any Contract binding upon or applicable to the Company or any Stockholder; (6) to any matters disclosed on Schedule 6.2(a)(v); (7) to any Legal Proceeding relating to any breach of the type referred to in Sections 6.3(b)(iii)(1) through 6.3(b)(iii)(6) above; or (8) as to each Stockholder, to the matters referred to in Section 6.2(b), except for indemnification under Section 6.2(b)(i) solely to the extent related to an inaccuracy of a representation or a breach of a representation or warranty under Section 3.3 or Section 3.4.