Common use of Indemnity Escrow Fund Clause in Contracts

Indemnity Escrow Fund. (a) Notwithstanding anything to the contrary in this Agreement, other than with respect to a claim for Fraud and subject to Section 9.8(b), (i) the funds available in the Indemnity Escrow Fund shall be the sole and exclusive source of recovery for the Buyer Indemnified Parties with respect to the Sellers’ indemnification obligation under this Article IX, and (ii) neither the survival periods nor any other limitations under this Article IX shall in any way affect or otherwise limit any claim made by, or available to, any Buyer Indemnified Party under the R&W Insurance Policy. (b) Notwithstanding anything in this Agreement or the Ancillary Agreements to the contrary, (i) nothing in this Agreement shall limit or restrict a Buyer Indemnified Party’s rights or ability to maintain or recover any amounts in connection with any action or claim based upon Fraud in connection with the transactions contemplated hereby or in the Ancillary Agreements, and (ii) each Seller agrees to the matters set forth on Schedule 9.8(b).

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

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