Sources for Indemnification Clause Samples
Sources for Indemnification. Subject to the terms of this Agreement (and except in the case of fraud or willful misrepresentations), the Purchaser Indemnified Parties hereby acknowledge and agree that their sole source of indemnification and recovery for Losses based upon, arising out of or otherwise in respect of all claims under this Agreement, except for any claim for breach of or claim under (as the case may be) the (i) Fundamental Representations (ii) the Tax Covenant, the (iii) Earn-Out Indemnity and (iv) the W&I Exclusions Indemnity, shall be exclusively from the Escrow Fund and the W&I Insurance Policy. No Purchaser Indemnified Party shall directly or indirectly otherwise pursue any right, claim or action for indemnification, contribution or recovery against the Selling Shareholders for the recovery of Losses due to such matters under this Article VIII, without regard as to whether Purchaser does or may actually recover under the W&I Insurance Policy.
Sources for Indemnification. (a) Any Losses for which a Parent Indemnified Person is entitled to indemnification (as determined according to the procedures in this Article VIII) pursuant to Section 8.1(a)(i)-(iv) may only be satisfied from the Indemnity Escrow Amount, which will constitute the sole and exclusive remedy therefor other than pursuant to the R&W Insurance Policy.
(b) Any Losses for which a Parent Indemnified Person is entitled to indemnification (as determined according to the procedures in this Article VIII) pursuant to Section 8.1(a)(v) shall, at the option of the Parent, be satisfied (i) in cash by wire transfer of immediately available funds by the breaching Equityholder, (ii) by way of set off against a Milestone Payment (via deduction from payments otherwise payable to such Equityholder) or (iii) by set off against amounts otherwise to be released to such Equityholder from the Indemnity Escrow Amount maintained pursuant to the Indemnity Escrow Agreement; provided that the maximum liability of any Equityholder will be the amounts actually received or receivable by such Equityholder hereunder (inclusive of such Equityholder’s Pro Rata Portion of the Cap).