STOCK PURCHASE AGREEMENT among:Stock Purchase Agreement • December 5th, 2007 • OMNICELL, Inc • Electronic computers • Delaware
Subject to the provisions of Sections 9.3 and 10.9(f) of the Agreement: (i) if any portion of a claim for indemnification, compensation or reimbursement pursuant to Section 9 of the Agreement (and, at the option of any Indemnitee, any other claim for a monetary remedy, such as in the case of a claim based upon intentional misrepresentation or fraud, relating to the Agreement or the Transactions) is intended to be recovered by the Indemnitee exclusively from any funds remaining in the Escrow Account, such claim shall be brought and resolved exclusively in accordance with the procedures set forth in the Escrow Agreement (it being understood that if the amount that is determined to be owed to the Indemnitee pursuant to such procedures exceeds the amount of the funds held in the Escrow Account, then the Selling Shareholder shall, subject to Section 9.3, pay the amount of such excess to the Indemnitee); and (ii) if a claim for indemnification, compensation or reimbursement pursuant to Secti
