Common use of Source of Recovery Clause in Contracts

Source of Recovery. Notwithstanding anything contained herein to the contrary, the Indemnitees’ exclusive source of recovery for all Damages with respect to matters set forth in this Article 8 shall be first from the Escrow Amount (to the extent funds remain in the Escrow Amount and to the extent not previously distributed). To the extent such payment or reimbursement obligation of the Indemnitors may not be fully recovered from the Escrow Amount, the Indemnitees shall, subject to the limitations set forth in this Article 8, including Section 8.3(c), and the provisions of Section 8.6, be entitled to recover any remaining amounts from the Indemnitors severally and pro rata up to their pro rata share of such Damages in accordance with the Pro Rata Basis set forth opposite their respective names on the Selling Parties Allocation Schedule. Notwithstanding anything contained herein to the contrary, subject to the terms of this Article 8 (including the rights of setoff set forth in Section 8.7), with respect to a claim made by any Indemnitee arising from or as a result of or connected with an inaccuracy in or breach of a representation or warranty or a failure to perform a covenant, in either case, made by a Selling Party with respect to himself or herself in his or her individual capacity (not, for the avoidance of doubt, in such Selling Party’s capacity as an employee, officer or director of the Acquired Companies or as the Stockholders’ Agent) or in respect of Fraud committed by a Selling Party in such Selling Party’s individual capacity (not, for the avoidance of doubt, in such Selling Party’s capacity as an employee, officer or director of the Acquired Companies or as the Stockholders’ Agent), solely with respect to Damages in excess of the Escrow Amount (to the extent funds remain in the Escrow Amount and to the extent not previously distributed) or attainable via setoff rights under Section 8.7, the specific Selling Party shall be solely liable for all such Damages (if any); provided, however, for the avoidance of doubt, the Indemnitee shall not be limited in any manner with respect to access to the Escrow Amount or setoff rights under Section 8.7 by reason of this Section 8.3(d).