Limitation to Recourse Clause Samples

Limitation to Recourse. (i) Parent Indemnified Party may not make any claims against the Indemnification Escrow Funds pursuant to Section 11.3(b) above (including, for the avoidance of doubt, any claim arising under Article XII) unless and until the aggregate Losses paid, incurred, sustained or accrued (or anticipated to be paid, incurred, sustained or accrued) equal or exceed $1,000,000 (the "Deductible Amount"), and then only such Losses that exceed the Deductible Amount shall be recoverable by the Parent Indemnified Parties in accordance with the terms hereof; provided, however, that the Parent Indemnified Parties shall not be subject to any limitations pursuant to this Section 11.3(c) or otherwise, including, without limitation, such Deductible Amount, in respect of claims and shall be entitled to recover from the first dollar from the Indemnification Escrow Funds for Losses in connection with (i) a breach by the Selling Companies of any of the Excluded Representations or Warranties (other than Section 5.13), (ii) a breach by the Selling Companies of Section 5.7(d), (iii) the Other Business, the Other Business Transfer, the Other Business Liabilities, or any other Liabilities or matters relating to the Spin-Off or the Spin-Off Entities, (iv) any deficit in the Working Capital Escrow Amounts, (v) any indemnification pursuant to Section 12.1 for Losses or Taxes relating to the Spin-Off, or (vi) acts of fraud, intentional misrepresentation or willful breach. Any claims by a Parent Indemnified Party against the Indemnification Escrow Funds with respect to acts of fraud, intentional misrepresentation or willful breach shall be solely to the portion of such Indemnification Escrow Funds which the Stockholder committing the acts of fraud, intentional misrepresentation or willful breach would otherwise be entitled, and following any such recovery by a Parent Indemnified Party from the Indemnification Escrow Funds, the amounts that such Stockholder would be entitled to receive under this Agreement shall be reduced by the amount of any such recovery. (ii) All indemnifiable Losses of the Parent Indemnified Parties shall first be paid from the Holding Cash Escrow Amount and the Fluent Cash Escrow Amount, pro rata on the basis of such amounts, and then only after such Holding Cash Escrow Amount and Fluent Cash Escrow Amount is depleted from the Stock Escrow Amount.