Common use of Sources of Recovery Clause in Contracts

Sources of Recovery. (a) Notwithstanding anything to the contrary herein, where a Purchaser Indemnified Person is entitled to Damages as a result of the breach or inaccuracy of the representations and warranties of the Holdcos 2, the Principals and Trusts pursuant to Section 14.1(a) those Damages will be satisfied from the following sources in the following order: (i) first, from the Indemnity Escrow Amount until the Indemnity Escrow Amount has been reduced to nil and all funds therein have been released in accordance with the Escrow Agreement; (ii) subject to the provisions of Section 14.8(b), then, from the coverage provided under the R&W Insurance Policy, up to the R&W Insurance Policy’s coverage limit; and (iii) then, but only in respect of Damages payable by the Holdcos 2, the Principals and the Trusts for claims based on Damages arising out of Fraud, Tax Liabilities, Tax Representation, Specific Indemnifications and Fundamental Representations, to the extent such Damages are not covered under, or exceed the limitation of coverage available under, the R&W Insurance Policy and the Indemnity Escrow Amount, by direct recovery from the Holdcos 2, the Principals and the Trusts or any of them. (b) 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 Indemnifying Party, or (ii) the indemnities ensuing from the Specific Indemnifications, the Purchaser shall be entitled to claim direct recovery of Damages from the relevant Indemnifying Party. (c) Nothing in this Section 14.10 shall affect any right of set-off available to the Purchaser pursuant to Section 14.16.

Sources of Recovery. (a) Notwithstanding anything to the contrary herein, where a Purchaser Indemnified Person is entitled to Damages as a result of the breach or inaccuracy of the representations and warranties of the Holdcos 2with respect to any Claim for indemnification under Article 10, the Principals and Trusts pursuant to Section 14.1(a) those Damages will be satisfied from the following sources in the following order: (a) 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 Indemnity Escrow Amount until Purchaser up to the Indemnity Escrow Amount has been reduced to nil and all funds therein have been released in accordance with the Escrow AgreementDeductible; (ii) subject second, from the R&W Insurance Holdback; (iii) third, from the Seller up to the provisions Cap; and (iv) then, but only in respect of Damages payable by the Seller for Claims based on Fraud, by direct recovery from the Seller up to an aggregate amount equal to the Purchase Price; (b) in respect of Secondary Breaches under Section 14.8(b)10.8(b)(i)(B): (i) first, thenfrom the Purchaser up to the Purchaser Retention; (ii) second, from the Seller up to the Cap; (iii) third, from the coverage provided under the R&W Insurance Policy, up to the R&W Insurance Policy’s coverage limit; and (iiiiv) then, but only in respect of Damages payable by the Holdcos 2, the Principals and the Trusts Seller for claims Claims based on Damages arising out breaches of Fundamental Representations and Fraud, Tax Liabilities, Tax Representation, Specific Indemnifications and Fundamental Representations, to the extent such Damages are not covered under, or exceed the limitation of coverage available under, under the R&W Insurance Policy and the Indemnity Escrow AmountPolicy, by direct recovery from the Holdcos 2, Seller up to an aggregate amount equal to the Principals and the Trusts or any of them. (b) 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 Indemnifying Party, or (ii) the indemnities ensuing from the Specific Indemnifications, the Purchaser shall be entitled to claim direct recovery of Damages from the relevant Indemnifying Party.Purchase Price; (c) Nothing in this with respect to any Claim for indemnification under Section 14.10 shall affect any right of set-off available 10.1(b) and Section 10.1(c) not covered by Section 10.9(a) or Section 10.9(b), from the Seller up to an aggregate amount equal to the Purchaser pursuant to Section 14.16Purchase Price.