Common use of Indemnification Priority Clause in Contracts

Indemnification Priority. (i) Any claim for indemnification made pursuant to Section 9.02(a)(i), Section 9.02(a)(ii) or Section 9.02(b) shall be made in the following order of priority: (A) first, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (B) second, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(i)(A), $3,000,000 (other than claims with respect to breaches of the representations and warranties set forth in Section 3.15 (Intellectual Property), which shall be subject to Section 9.02(c)(ii) below), and (C) third, directly from the Principal Shareholders. (ii) Any claim for indemnification made with respect to breaches of the representations set forth in Section 3.15 (Intellectual Property) pursuant to Section 9.02(a)(i) shall be satisfied from the IP Indemnification Escrow Funds in an amount not to exceed $4,000,000. (iii) Any claim for indemnification made pursuant to Section 9.02(a)(iii) or Section 9.02(a)(iv) shall be made in the following order of priority: (A) first, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (B) second, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(iii)(A), $3,000,000, and (C) third, directly from the Principal Shareholders. (iv) Any claim for indemnification made pursuant to Section 7.04(a) in respect of Sales Taxes shall be made in the following order of priority: (A) first, from the Sales Tax Indemnification Escrow Funds until such funds have been exhausted, (B) second, to the extent that any Indemnification Escrow Stock remains in the Escrow Account, from the Indemnification Escrow Stock, (C) third, to the extent that any Indemnification Escrow Stock has been sold for cash, from such cash in an amount not to exceed, together with all amounts recovered pursuant to Section 9.04(c)(iv)(A), $3,000,000, and (D) fourth, directly from the Principal Shareholders.