Further Limitations on Indemnification by Stockholder. (i) The Holdback Shares will be the sole and exclusive source of recourse for indemnification claims made by the Acquirer Indemnified Persons under Section 8.3(a); provided, however, that the limitation in this clause (i) shall not apply with respect to any Losses arising from, or directly or indirectly related to (A) fraud by the Company prior to the Closing or (B) any inaccuracy in or breach of the Fundamental Representations. For the sake of clarity, the limitation in this clause (i) shall not apply to claims for Losses pursuant to Section 8.3(b) through Section 8.3(e) or pursuant to Section 8.10. Notwithstanding the foregoing, to the extent that the Acquirer Indemnified Persons recover Losses from the Holdback Shares in satisfaction of Losses made under Section 8.3(a) with respect to the Fundamental Representations or the IP Representations, pursuant to Section 8.3(b) through Section 8.3(e), pursuant to Section 8.10, or pursuant to any claims involving fraud by the Company, its Representatives or the Stockholder prior to or at the Closing, such recovered amounts shall not reduce the amount that the Acquirer Indemnified Persons may recover with respect to claims for which recovery is limited to the Holdback Shares, but Acquirer shall only be able to recover such Losses by way of set-off against future payments of Earnout Consideration pursuant to Section 8.4(d) hereof, and the aggregate maximum liability of the Stockholder for Losses of Acquirer Indemnified Persons in respect of indemnity claims pursuant to this sentence will not exceed 25% of the Merger Consideration. By way of illustration and not limitation, assuming there are no other claims for indemnification pursuant to this Article 8, in the event that a claim for Losses relating to a breach of a Company Fundamental Representation is first satisfied from the Holdback Shares and such recovery fully depletes the Holdback Shares, the maximum limitation of liability for a subsequent claim based on a breach of a representation and warranty other than the Fundamental Representations or IP Representations shall continue to be 25% of the Merger Consideration without taking into account the fact that the Holdback Shares were used to satisfy the Losses relating to a breach of a Company Fundamental Representation, with the effect that the amount recoverable for such two claims would be the same regardless of whether the chronological order of the making of such claims were reversed, but Acquirer will be li...
