Common use of Sources of Recovery Clause in Contracts

Sources of Recovery. (a) Subject to the other applicable limitations of liability set forth in this Article VIII, all amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Sections 8.02(a) – (d) shall be paid first through distributions from the then remaining balance of RWI Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement until the full deductible/retention amount applicable to the R&W Insurance Policy is satisfied in full; provided, that if a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud or intentional breach or pursuant to Section 8.02(b), such Purchaser Indemnified Party may elect to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from the R&W Insurance Policy (if and to the extent covered thereby), and third directly from the Seller Indemnifying Parties pursuant to Section 8.06(c). (b) All amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Section 8.02(e) shall be paid solely through distributions from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement. (c) The RWI Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses.

Sources of Recovery. (a) Subject Notwithstanding anything to the other applicable limitations of liability set forth in this Article VIIIcontrary herein, all amounts payable by any Seller where a Purchaser Indemnified Person is entitled to any Damages as a result of the Purchaser Indemnified Parties breach or inaccuracy of the representations and warranties of the Holdcos 2, the Principals and Trusts pursuant to Sections 8.02(aSection 14.1(a) – (d) shall those Damages will be paid first through distributions satisfied from the then remaining balance of RWI following sources in the following order: (i) first, from the Indemnity Escrow Funds (if any) Amount until the Indemnity Escrow Amount has been reduced to nil and all funds therein have been released in accordance with this Agreement and the Escrow Agreement until Agreement; (ii) subject to the full deductible/retention amount applicable provisions of Section 14.8(b), then, from the coverage provided under the R&W Insurance Policy, up to the R&W Insurance Policy is satisfied Policy’s coverage limit; and (iii) then, but only in full; providedrespect of Damages payable by the Holdcos 2, that if a Purchaser Indemnified Party is entitled the Principals and the Trusts for claims based on Damages arising out of Fraud, Tax Liabilities, Tax Representation, Specific Indemnifications and Fundamental Representations, to be indemnified for Losses in the case extent such Damages are not covered under, or exceed the limitation of Fraud or intentional breach or pursuant to Section 8.02(b)coverage available under, such Purchaser Indemnified Party may elect to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from the R&W Insurance Policy (if and to the extent covered thereby)Indemnity Escrow Amount, and third directly by direct recovery from the Seller Indemnifying Parties pursuant to Section 8.06(c)Holdcos 2, the Principals and the Trusts or any of them. (b) All amounts payable Notwithstanding any provisions of this Agreement, for indemnifiable matters other than Sections 14.1(a), 14.2(a)(i) and 14.2(b)(i), including for (i) Damages arising out of Fraud, Tax Liabilities and Tax Representations by any Seller to any of Indemnifying Party, or (ii) the indemnities ensuing from the Specific Indemnifications, the Purchaser Indemnified Parties pursuant to Section 8.02(e) shall be paid solely through distributions entitled to claim direct recovery of Damages from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreementrelevant Indemnifying Party. (c) The RWI Indemnity Escrow Funds Nothing in this Section 14.10 shall be affect any right of set-off available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses14.16.

Sources of Recovery. Notwithstanding anything to the contrary herein, where a Purchaser Indemnified Person is entitled to Damages with respect to any Claim for indemnification under Article 10, those Damages will be satisfied from the following sources in the following order: (a) Subject in respect of Secondary Breaches under Section 10.8(b)(i)(A), excluding Secondary Breaches below the De Minimis Claim Amount (which are not recoverable): (i) first, from the Purchaser up to the other applicable limitations Deductible; (ii) second, from the R&W Insurance Holdback; (iii) third, from the Seller up to the Cap; and (iv) then, but only in respect of liability set forth in this Article VIII, all amounts Damages payable by any the Seller for Claims based on Fraud, by direct recovery from the Seller up to any an aggregate amount equal to the Purchase Price; (b) in respect of Secondary Breaches under Section 10.8(b)(i)(B): (i) first, from the Purchaser Indemnified Parties pursuant up to Sections 8.02(athe Purchaser Retention; (ii) – (d) shall be paid first through distributions second, from the then remaining balance of RWI Indemnity Escrow Funds Seller up to the Cap; (if anyiii) in accordance with this Agreement and third, from the Escrow Agreement until coverage provided under the full deductible/retention amount applicable R&W Insurance Policy, up to the R&W Insurance Policy is satisfied Policy’s coverage limit; and (iv) then, but only in full; providedrespect of Damages payable by the Seller for Claims based on breaches of Fundamental Representations and Fraud, that if a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case extent such Damages exceed the limitation of Fraud or intentional breach or pursuant to Section 8.02(b), such Purchaser Indemnified Party may elect to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from coverage available under the R&W Insurance Policy (if and to the extent covered thereby)Policy, and third directly by direct recovery from the Seller Indemnifying Parties pursuant up to Section 8.06(c). (b) All amounts payable by any Seller an aggregate amount equal to any of the Purchaser Indemnified Parties pursuant to Section 8.02(e) shall be paid solely through distributions from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement.Purchase Price; (c) The RWI Indemnity Escrow Funds shall be available with respect to indemnify, compensate, any Claim for indemnification under Section 10.1(b) and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(aSection 10.1(c) – 8.02(dnot covered by Section 10.9(a) or Section 10.9(b), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject up to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled an aggregate amount equal to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such LossesPurchase Price.

Sources of Recovery. Subject in all respects to Sections 9.04, 9.06 and 9.08, each Buyer Indemnified Party shall only be entitled to recover any Losses as follows: (a) Subject With respect to the other applicable limitations of liability set forth in this Article VIII, all amounts payable by any Seller Sellers to any of the Purchaser Buyer Indemnified Parties pursuant to Sections 8.02(aSection 9.02(a) – (d) shall be paid first through distributions from other than by reason of Sellers' breach of any Seller Fundamental Representation), the then remaining balance Buyer Indemnified Parties' sole sources of RWI Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement until the full deductible/retention amount applicable to the R&W Insurance Policy is satisfied in full; provided, that if a Purchaser Indemnified Party is entitled to be indemnified recovery for Losses in excess of the case Deductible shall be: (i) First, from the Indemnity Escrow Fund; and (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted and subject to Buyer paying the full amount of Fraud or intentional breach or any then remaining retention with respect to the Representations and Warranties Insurance Policy, from the Representations and Warranties Insurance Policy. For the avoidance of doubt, in no event shall any Buyer Indemnified Party be entitled to recover directly from Sellers pursuant to Section 8.02(b9.02(a), other than by reason of (A) any breach by one or more Sellers of any Seller Fundamental Representation, the recovery of which shall be governed by Section 9.05(b) or (B) Actual Fraud by any specific Seller, in which event such Purchaser Buyer Indemnified Party may elect shall only be entitled to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from the R&W Insurance Policy (if and to the extent covered thereby), and third recover directly from the such specific Seller Indemnifying Parties pursuant to Section 8.06(c)that has committed such Actual Fraud. (b) All With respect to all amounts payable by any Seller Sellers to any of the Purchaser Buyer Indemnified Parties pursuant to Section 8.02(e9.02(a) by reason of Sellers' breach of any Seller Fundamental Representations, the Buyer Indemnified Parties' sole sources of recovery shall be paid solely through distributions be: (i) First, from the Indemnity Escrow Fund; (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted and subject to Buyer paying the full amount of any then remaining balance retention with respect to the Representations and Warranties Insurance Policy, from the Representations and Warranties Insurance Policy; and (iii) Thirdly, to the extent of all amounts payable by Sellers to Buyer Indemnified Parties pursuant to Section 9.02(a) from Sellers, severally and jointly (except with respect to the Special Indemnity Escrow Funds (if any) representations and warranties set forth in accordance with this Agreement Article 3, as to which, in each case, such Buyer Indemnified Party may recover only from the Seller making each such representation or warranty and the Escrow Agreementnot from any other Seller). (c) The RWI Indemnity Escrow Funds shall be available With respect to indemnify, compensate, and reimburse the Purchaser all amounts payable by Sellers to Buyer Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b9.02(b), the Buyer Indemnified Parties' sole sources of recovery shall be: (i) for a breach First, from the Indemnity Escrow Fund; and (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted, from Sellers, severally and jointly (except (A) that to the extent that, any obligation pursuant to Article 6 is only the obligation of a particular Seller(s), Buyer Indemnified Parties may recover only from such Seller(s) and not from any other Seller(s), (B) with respect to any breach by any individual Seller Fundamental Representation by the Targetof such Seller's obligations pursuant to Sections 6.11, then 6.12 or 6.13, as to which, in each case, such Purchaser Buyer Indemnified Party shall, subject to Section 8.06(a), be entitled to may recover such Losses directly only from the Seller Indemnifying Partiesbreaching such obligation and not from any other Seller or (C) that to the extent that any obligation pursuant to Article 7 is only the obligation of a particular Seller(s), Buyer Indemnified Parties may recover only from such specific Seller(s), jointly and severally, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(anot from any other Seller(s), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses).

Sources of Recovery. (a) Subject in all respects to SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of recovery for Losses (other than Uninsured R&W Losses and Losses related to the other applicable limitations of liability set forth in this Article VIIISpecial Litigation) shall be: (i) First, all amounts payable by any Seller from the Indemnity Escrow Fund; (ii) Second, from the Representations and Warranties Insurance Policy; and (iii) Third, and only with respect to any Losses arising from a breach of the Purchaser Indemnified Parties pursuant to Sections 8.02(a) – (d) shall be paid first through distributions from Company Fundamental Representations or the then remaining balance of RWI Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement until the full deductible/retention amount applicable to the R&W Insurance Policy is satisfied in full; providedCompany Tax Representations, that if a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud or intentional breach or pursuant to Section 8.02(b), such Purchaser Indemnified Party may elect to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from the R&W Insurance Policy (if and to the extent covered thereby), and third directly from the Seller Indemnifying Parties pursuant Sellers, only after (A) the Indemnity Escrow Fund has been exhausted and (B) either (1) the Representations and Warranties Insurance Policy has been exhausted, or (2) the insurer providing coverage under the Representations and Warranties Insurance Policy has indicated to Section 8.06(c)Parent in writing that the claim (which is not a claim that is wholly excluded on the face of such policy) Parent submitted for coverage will not be paid, but only after reasonable pursuit by Parent of such claim under the Representations and Warranties Insurance Policy. (b) All amounts payable by any Seller Subject in all respects to any SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of the Purchaser Indemnified Parties pursuant to Section 8.02(e) recovery for Uninsured R&W Losses shall be paid solely through distributions from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow AgreementFund. (c) The RWI Subject in all respects to SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of recovery for the Special Litigation shall be: (i) First, from the Special Indemnity Escrow Funds shall be available to indemnifyFund; and (ii) Second, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties directly from the RWI Sellers, only after the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow AgreementFund has been exhausted. (d) The Special Indemnity Escrow Funds shall be available Notwithstanding anything to indemnifythe contrary contained in this Agreement, compensate, and reimburse the Purchaser liability of each Seller to indemnify Parent Indemnified Parties for Losses shall be several, not joint and several, based upon its respective Pro Rata Percentage, and no Seller shall be liable for any Losses for which they are entitled to recover in accordance with the terms excess of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreementits Pro Rata Percentage. (e) If a Purchaser Indemnified Party is entitled Subject to SECTION 8.4(c) and SECTION 8.13, the Parties acknowledge and agree that, absent fraud, their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be indemnified for Losses pursuant to the indemnification provisions set forth in the case of Fraud this ARTICLE VII. In furtherance of the Target foregoing, each Party hereby waives any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or intentional breach by obligation set forth herein or otherwise relating to the Targetsubject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE VII, or claim based on or arising from fraud. (f) Notwithstanding anything to the contrary in this Agreement, prior to the Parent or Parent Affiliates seeking recovery pursuant to Section 8.02(bSECTION 7.5(a) for a with respect to the breach of a Seller Fundamental Representation Company Tax Representation, to the extent permitted by applicable Law, Parent shall first cause the Target, then Company to utilize any Closing Date NOLs against any Loss that may be attributable to such Purchaser Indemnified Party shall, subject breach. Only such remaining Loss attributable to Section 8.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Company Tax Representation by a Seller, then (after the utilization of such Purchaser Indemnified Party shall, Closing Date NOLs) shall be subject to Section 8.06(afurther recovery pursuant to SECTION 7.5(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses.

Sources of Recovery. (a) Subject Notwithstanding any provision in this Agreement to the contrary, other applicable limitations than in the case of liability set forth Fraud, the sole and exclusive remedy of each Purchaser Indemnified Party in respect of any Claim arising under Sections 9.4.1.1, 9.4.1.4 and 9.4.2.1 shall be a claim for recovery pursuant to the terms of the R&W Insurance Policy, and the Purchaser hereby waives on behalf of itself and each Purchaser Indemnified Party any and all rights and remedies against the Sellers under this Article VIIIIX; provided, all amounts payable by any Seller however: 9.2.1 with respect to any Losses resulting or arising from a breach of the Section 3.9 (Taxes) such Purchaser Indemnified Parties pursuant to Sections 8.02(a) – (d) Party shall be paid first through distributions entitled to bring a Claim under the provisions of Section 9.4.1.1 and seek to recover directly from the then remaining balance Sellers in an aggregate amount not to exceed the Indemnity Cap less the amount of RWI Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement until the full deductible/retention amount applicable such Losses recovered pursuant to the R&W Insurance Policy or any other applicable insurance policy or source of recovery in accordance with Section 9.5.6 hereof, but if and only to the extent that (i) recovery under the R&W Insurance Policy is satisfied not available following a claim being made under the R&W Insurance Policy or exhaustion of the policy limits under the R&W Insurance Policy, (ii) such Claim does not relate to any Loss arising in full; provideda taxable period ending after the Closing Date solely attributable to any invalidity or ineffectiveness of the 338(h)(10) Election, that if and (iii) such Claim is brought within the applicable survival period set forth in Section 9.10; 9.2.2 with respect to any Losses resulting or arising from a breach of any Fundamental Representation, such Purchaser Indemnified Party is shall be entitled to be indemnified for bring a Claim under the provisions of Sections 9.4.1.1 and/or 9.4.2.1 and seek to recover directly from the Sellers in an aggregate amount not to exceed the Purchase Price less the amount of such Losses in the case of Fraud or intentional breach or recovered pursuant to the R&W Insurance Policy or any other applicable insurance policy or source of recovery in accordance with Section 8.02(b9.5.6 hereof, but if and only to the extent that recovery under the R&W Insurance Policy is not available following a claim being made under the R&W Insurance Policy or exhaustion of the policy limits under the R&W Insurance Policy; 9.2.3 with respect to any Losses resulting or arising from any Claim arising under Sections 9.4.1.1 or 9.4.2.1 (other than any Losses, directly or indirectly, arising from, based upon, attributable to, in connection with or related to any Excluded Matter for which there shall be no recovery by any Purchaser Indemnified Party against any Seller and for which the Purchaser hereby waives on behalf of itself and each Purchaser Indemnified Party any and all rights and remedies against the Sellers hereunder), such Purchaser Indemnified Party may elect shall be entitled to defer claiming such amounts bring a Claim under the provisions of Sections 9.4.1.1 or 9.4.2.1 and to seek recovery directly from the RWI Sellers in an aggregate amount not to exceed the Indemnity Escrow Funds until Cap (other than claims arising out of a breach of any Fundamental Representation for which the last day aggregate amount will not exceed the Purchase Price), but if and only to the extent (a) such Claim arises out of the Escrow Claim Periodan Interim Breach, and second from (b) (i) recovery under the R&W Insurance Policy (if and to is not available following a claim being made under the extent covered thereby)R&W Insurance Policy or exhaustion of the policy limits under the R&W Insurance Policy, and third directly from (ii) such Claim is brought within the Seller Indemnifying Parties pursuant to applicable survival period set forth in Section 8.06(c).9.10; and 9.2.4 further provided, however, the Sellers shall have no Liability under Section 9.4.1.1 or 9.4.2.1 (bother than those arising out of a breach of the Fundamental Representations) All amounts payable by any Seller to any unless and until the aggregate amount of Losses that the Purchaser Indemnified Parties pursuant are entitled to Section 8.02(eindemnification from the Sellers exceeds $2,598,750, (the “Basket”) and, in such event, (i) the Sellers shall be paid solely through distributions from liable only for the then remaining balance amount of such Losses in excess of the Special Indemnity Escrow Funds (if any) Basket up to the amounts set forth in accordance with this Agreement Sections 9.2.1, 9.2.2 and the Escrow Agreement. (c) The RWI Indemnity Escrow Funds shall be available to indemnify, compensate9.2.3, and (ii) the Sellers’ Representative will reimburse the Purchaser Indemnified Parties for any Losses for amount of the Deductible, as applicable, in excess of the Basket (other than with respect to Claims under the R&W Insurance Policy relating to breaches of the Fundamental Representations, which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and Sellers’ Representative will reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. one hundred percent (e100%) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to Section 8.06(aDeductible), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses.

Sources of Recovery. Subject in all cases to the other limitations and procedures contained in this Article 9, this Section 9.2.5 shall govern and control the order of recovery with respect to indemnification pursuant to this Article 9 and claims to be made by the Parent Indemnified Persons under the Policy: (a) Subject subject to the other applicable limitations Basket, if applicable, Losses subject to indemnification under Section 9.2.1(a) and/or Section 9.2.2 shall be (i) initially satisfied by means of liability set forth in this Article VIIIclaims against the Indemnity Escrow Account (to the extent cash is available therein to satisfy such claims), all amounts payable by any Seller (ii) thereafter, solely with respect to any Losses subject to indemnification under Section 9.2.2(a), following exhaustion of the Purchaser Indemnified Parties pursuant to Sections 8.02(a) – (d) shall be paid first through distributions from the then remaining balance of RWI Indemnity Escrow Funds (if any) Amount and only to the extent of any remaining retention under the Policy, paid directly by the Holders in accordance with their Pro Rata Shares, such payments by the Holders pursuant to this Agreement and Section 9.2.5(a)(ii) (together with any payments by the Escrow Agreement until the full deductible/retention amount applicable to the R&W Insurance Policy is satisfied in full; provided, that if a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud or intentional breach or Holders pursuant to Section 8.02(b9.2.5(c)(ii)) not to exceed $825,000 in the aggregate, (iii) thereafter, solely with respect to Losses subject to indemnification under Section 9.2.2(b), such Purchaser Indemnified Party may elect to defer claiming such amounts from following exhaustion of the RWI Indemnity Escrow Funds until Amount, paid directly by the last day Holders in accordance with their Pro Rata Shares, (iv) thereafter, satisfied by means of claims against the Escrow Claim PeriodInsurer under the Policy, and second from the R&W Insurance Policy (if and to the extent covered therebyof available coverage and (v) solely with respect to Losses subject to indemnification under Section 9.2.2(a), following the exhaustion of the Indemnity Escrow Amount and third all available coverage under the Policy, paid directly from by the Seller Indemnifying Parties pursuant to Section 8.06(c).Holders in accordance with their Pro Rata Shares; (b) All amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Section 8.02(e) shall be paid solely through distributions from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement. (c) The RWI Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to indemnification under Section 8.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 8.02(b) for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to Section 8.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 8.04 and this Section 8.06, be liable for the full amount of such Losses.9.2.1