Common use of Sources of Recovery Clause in Contracts

Sources of Recovery. (a) The Purchaser and the Merger Sub hereby agree and acknowledge that its right to any payment to be made pursuant to Article XI and Article XII (together with the Purchaser’s rights under the Escrow Agreement) shall be the Purchaser Indemnified Parties’ sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Article XI or Article XII, respectively, except for claims for Fraud. (b) The Purchaser hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 3.03(h)(i) (together with the Purchaser’s rights under the Escrow Agreement) shall be the Purchaser’s sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Section 3.03(h)(i), except for claims for Fraud. (c) The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing Sections 13.14(a) and 13.14(b), and pursuant to the express terms and conditions of the Letters of Transmittal and the Option Cancellation Agreements, none of the Company, nor any of the Seller Indemnified Parties, shall have any liability, responsibility or obligation arising under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to the extent agreed to in writing by such Non-Recourse Party.

Sources of Recovery. (a) The Purchaser To the extent any indemnification payment is due and owing pursuant to this Agreement in respect of any indemnifiable Loss, the Merger Sub hereby agree Indemnifying Party shall have thirty (30) days from the date such Loss is finally determined or agreed upon by the Indemnified Party and acknowledge Indemnifying Party (the “Indemnification Determination Date”) to deliver written notice to the Indemnified Party electing to satisfy such Loss in cash, in which case, the Indemnifying Party shall make such cash payment within sixty (60) days following such agreement or Final Determination. If the Indemnifying Party does not provide such notice within thirty (30) days, or does not then make such payment within such sixty (60)-day period or at the election of the Indemnifying Party pursuant to Section 9.09(b), then, pursuant to Section 6.1(d) of the Newco LLC Agreement, Newco shall withhold and redirect to the Indemnified Party (or, if the Indemnified Party is not a Contributor, such Indemnified Party’s Contributor) distributions that its right to any payment to would otherwise be made to the Indemnifying Party (or its Contributor, as applicable) pursuant to Article XI and Article XII Section 6.1(d) of the Newco LLC Agreement until there has been an aggregate amount of redirected distributions pursuant to this Section 9.09 equal to (together with x) the Purchaser’s rights under amount of such Loss plus (y) interest accruing on the Escrow Agreementamount in clause (x) shall be from the Purchaser Indemnified Parties’ sole and exclusive source date written notice of recovery for any amounts owing the claim is delivered to the Purchaser pursuant to Article XI or Article XII, respectively, except for claims for FraudIndemnifying Party at a rate of 8.00% per annum (compounding quarterly). (b) The Purchaser hereby agrees and acknowledges that its right Notwithstanding anything to the contrary herein, in the case of a claim based on Fraud or based on breach of any Fundamental Representations and, in either case, the Loss resulting from such claim is less than or equal to the Xxxxx Cap, the Flowco Cap or the Flogistix Cap, as applicable, the Indemnifying Party shall have the option to satisfy such Loss either pursuant to a cash payment as contemplated in Section 9.09(a), an offset against the distributions payable to be made such Indemnifying Party pursuant to Section 3.03(h)(i6.1(d) (together with of the Purchaser’s rights under the Escrow AgreementNewco LLC Agreement as contemplated in Section 9.09(a) shall be the Purchaser’s sole and exclusive source of recovery for any amounts owing or an adjustment to the Purchaser Indemnifying Party’s (or such Indemnifying Party’s Contributor’s) Closing Units and Newco Sharing Ratios based on the amount of such Loss; provided, however, that in the event of a claim based on Fraud or based on breach of any Fundamental Representations in which case the Loss is greater than the Xxxxx Cap, the Flowco Cap or the Flogistix Cap, as applicable, the Indemnified Party shall have the option for such Loss to be satisfied by the Indemnifying Party either pursuant an offset against the distributions payable to such Indemnifying Party pursuant to Section 3.03(h)(i), except for claims for Fraud6.1(d) of the Newco LLC Agreement as contemplated in Section 9.09(a) or an adjustment to the Indemnifying Party’s (or such Indemnifying Party’s Contributor’s) Closing Units and Newco Sharing Ratios based on the aggregate amount of such Loss. (c) The Purchaser hereby acknowledges Parties acknowledge and agrees thatagree, except as expressly provided in that for purposes of determining the foregoing Sections 13.14(a) and 13.14(b), and pursuant amount of any Loss for which a Contributor or such Contributor’s Indemnified Party is entitled to the express terms and conditions of the Letters of Transmittal and the Option Cancellation Agreements, none of the Company, nor any of the Seller Indemnified Parties, shall have any liability, responsibility or obligation arising indemnification under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any provision of this Agreement or otherwiseArticle IX, the parties calculation of such Loss shall take into account such Contributor’s Newco Sharing Ratio to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to determine the extent agreed to in writing by which such Non-Recourse PartyContributor is entitled to indemnification for such Loss.

Sources of Recovery. (a) The Purchaser and the Merger Sub hereby agree and acknowledge that its right to any payment to be made pursuant to Article XI and Article XII (together with the Purchaser’s rights under the Escrow Agreement) Milestone Set-off shall be the Purchaser Indemnified Parties’ sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Article XI or Article XII, respectively, except for claims for Fraud. (b) The Purchaser hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 3.03(h)(i) (together with the Purchaser’s rights under the Escrow Agreement) shall be the Purchaser’s sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Section 3.03(h)(i), except for claims for Fraud. (c) The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing Sections 13.14(a) and 13.14(b), and pursuant to the express terms and conditions of the Letters of Transmittal and the Option Cancellation Agreements, none of the Company, nor any of the Seller Indemnified Parties, shall have any liability, responsibility or obligation arising under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive remedy recourse for any and all claimspayments that may become owing to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article ‎VII (other than (A) pursuant to ‎Section 7.2(d), disputes and losses arising hereunder (B) pursuant to ‎Section 7.2(b) with respect to any breach of or thereunder failure to perform any covenant or obligation contained in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any provision of this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or otherwiseintentional fraud (collectively, the parties “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to this Agreement agree on their own behalf and on behalf recover any Loss (or series of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the transactions contemplated herein foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent agreed an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article ‎VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article ‎VII (other than in writing by respect of the Excluded Indemnity Matters, but subject to the proviso in this ‎Section 7.6) except to the extent such Nonrecourse is limited to Milestone Set-Recourse PartyOffs. For the avoidance of doubt, nothing in this ‎Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in ‎Section 9.3.

Sources of Recovery. (a) The Subject to Article X, the Purchaser and the Merger Sub hereby agree and acknowledge that its the Purchaser Indemnified Parties’ right to any payment to be made pursuant to Article XI and Article XII Section 10.01(a) or Section 10.01(c), as applicable, (together with the Purchaser’s rights under the Escrow AgreementAgreement and the R&W Policy) shall will be the Purchaser Indemnified Parties’ sole and exclusive source of recovery and remedy for any amounts owing to the Purchaser pursuant to Article XI or Article XII, respectively, except for claims for Fraud.X. (b) The Purchaser hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 3.03(h)(i2.03(h)(i) (together with the Purchaser’s rights under the Escrow Agreement) shall will be the Purchaser’s Purchaser Indemnified Parties’ sole and exclusive source of recovery and remedy for any amounts owing to the Purchaser pursuant to Section 3.03(h)(i2.03(h)(i), except for claims for Fraud. (c) Subject to Article X, the Seller Indemnified Parties hereby agree and acknowledge that its right to any payment to be made pursuant to Section 10.03 will be the Seller Indemnified Parties’ sole and exclusive source of recovery and remedy for any amounts owing to the Seller Indemnified Parties pursuant to Section 10.03. Seller Indemnified Parties hereby acknowledge and agree that, except as expressly provided in this Section 12.16(c), neither the Purchaser Company nor the Surviving Corporation will have any Liability, responsibility or obligation arising under this Agreement or any Related Agreement or the transactions contemplated hereby or thereby (including relating to any exhibit, schedule or document delivered hereunder or thereunder) entered into, made, delivered, or made available in connection herewith or therewith, or as a result of any of the transactions contemplated hereby or thereby. (d) The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing Sections 13.14(a) and 13.14(bSection 12.16(a), and pursuant to the express terms and conditions of the Letters of Transmittal and the Option Cancellation AgreementsSection 12.16(b), none of the Company, nor any of the Seller Indemnified Parties, shall will have any liabilityLiability, responsibility or obligation arising under this Agreement or any exhibit Related Agreement or Schedule heretothe transactions contemplated hereby or thereby (including relating to any exhibit, schedule or any ancillary agreement, certificate document delivered hereunder or other document thereunder) entered into, made, delivered, or made available in connection herewithherewith or therewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to the extent agreed to in writing by such Non-Recourse Party.

Sources of Recovery. (a) The Purchaser If an Acquiror Parent Indemnitee is entitled to indemnification under this Article X for any Losses, Acquiror Parent and Acquiror will be entitled to recover such Losses on behalf of the Merger Sub hereby agree Acquiror Parent Indemnitee pursuant to this Section 10.5(a): (i) After the final determination that an Acquiror Parent Indemnitee is entitled to indemnification under this Article X for any Losses, the Acquiror or Acquiror Parent shall provide written notice to the Contributor Parties (such notice, a “Determination Notice”), and acknowledge such Determination Notice shall (A) confirm such determination, (B) set forth the amount of Losses due and payable to Acquiror Parent or Acquiror pursuant to such determination (such amount, the “Confirmed Amount”) and (C) set forth an account designated by Acquiror Parent or Acquiror in which Acquiror Parent or Acquiror shall, if applicable, receive such Confirmed Amount; and (ii) After the Contributor Parties receive a Determination Notice, the Contributor Parties, collectively, shall respond by written notice by no later than 11:59 p.m. on the date that its is five (5) Business Days after the receipt of such Determination Notice electing to either (A) pay the Confirmed Amount by wire transfer of immediately available funds to an account designated by Acquiror or Acquiror Parent pursuant to Section 10.5(a)(i)(C), and, in which case, the Contributor Parties shall cause the payment of such Confirmed Amount within two (2) Business Days after such election or (B) instruct Acquiror Parent to reduce the Indemnity Unit Balance by a number of Indemnity Units, rounded to the nearest whole unit, equal to (1) the Confirmed Amount divided by (2) the Closing Price of the Acquiror Parent Class A Common Stock on the date of the Determination Notice; provided that, for the avoidance of doubt, in the event the Indemnity Unit Balance has been reduced to zero, the Contributor Parties shall not have the right to any payment make the foregoing election and shall instead pay the Confirmed Amount in accordance with the foregoing clause (A) by no later than five (5) Business Days after the receipt of such Determination Notice. (iii) If the Contributor Parties fail to be made deliver timely notice of their election pursuant to Article XI and Article XII (together with the Purchaser’s rights under the Escrow AgreementSection 10.5(a)(ii), then this Section 10.5(a)(iii) shall be apply and Acquiror Parent shall reduce the Purchaser Indemnified Parties’ sole and exclusive source Indemnity Unit Balance by a number of recovery for any amounts owing Indemnity Units, rounded to the Purchaser pursuant nearest whole unit, equal to Article XI or Article XII, respectively, except for claims for Fraud(A) the Confirmed Amount divided by (B) the Closing Price of the Acquiror Parent Class A Common Stock on the date of the Determination Notice. (b) The Purchaser hereby agrees and acknowledges that its right If a Contributor Party Indemnitee is entitled to any payment to be made pursuant to Section 3.03(h)(i) (together with the Purchaser’s rights indemnification under the Escrow Agreement) shall be the Purchaser’s sole and exclusive source of recovery this Article X for any amounts owing to the Purchaser pursuant to Section 3.03(h)(i), except for claims for Fraud. (c) The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing Sections 13.14(a) and 13.14(b), and pursuant to the express terms and conditions of the Letters of Transmittal and the Option Cancellation Agreements, none of the Company, nor any of the Seller Indemnified Parties, shall have any liability, responsibility or obligation arising under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any provision of this Agreement or otherwiseLosses, the parties Contributor Parties will be entitled to this Agreement agree on their own behalf and on behalf recover such Losses by wire transfer of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party immediately available funds from Acquiror Parent or Acquiror to this Agreement shall have any liability relating to this Agreement an account (or any of the transactions contemplated herein except to the extent agreed to accounts) designated in writing by such Non-Recourse Partythe Contributor Parties within five (5) Business Days after the determination thereof.