. The Sellers’ obligation to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.1 or Section 9.1(c), the Sellers shall severally (based on each Seller’s Ownership Percentage) pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party, and # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.2 or Section 9.1(b), above, solely the breaching Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this Article IX exceed the Closing Purchase Price proceeds actually received by such Seller. The Buyer shall not setoff against any amounts owed by the Buyer to the Sellers under this Agreement (including, without limitation, the Earnout Amount, if any) any amounts the Buyer Indemnified Parties claim they are entitled to under this Agreement.

. The Sellers’Seller’s obligation to provide indemnification under this Article IX[Article IX] shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.1 or Section 9.1(c), the SellersSeller shall severally (based on each Seller’s Ownership Percentage) pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party, and # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.2 or Section 9.1(b), above, solely the breaching Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this Article IX exceed the Closing Purchase Price proceeds actually received by such Seller. The Buyer shall not setoff against any amounts owed by the Buyer to the Sellers under this Agreement (including, without limitation, the Earnout Amount, if any) any amounts the Buyer Indemnified Parties claim they are entitled to under this Agreement.Party.

. The Sellers’ obligation to provide indemnificationthe indemnifiable Losses of the Buyer Indemnified Parties under this Article IXSection 10.1(a) (other than as a result of any inaccuracy in or breach of any Specified Seller Representation or Fraud of any Seller) shall be first satisfied from# first, during the period during which the Escrow Agreement remains in effect and the Escrow Account in accordance withincludes any Indemnity Escrow Funds, from the Indemnity Escrow Agreement. InFunds (if and to the eventextent funds are available) until the Indemnity Escrow Funds have been exhausted, and then # second, to the extent that any such indemnification obligation is not able to be satisfied in full from the Indemnity Escrow Account, then #Funds, from the Representation and Warranty Insurance Policy. The right to indemnification to be satisfied from the Escrowed Funds and the Representation and Warranty Insurance Policy as set forth in this [Section 10.4(c)(i)] shall be the sole recourse, direct or indirect, of the Buyer Indemnified Parties for indemnification pursuant to Section 10.1(a) (other than with respect to any indemnification obligation arising outSpecified Seller Representation or Fraud of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.1 or Section 9.1(c), the Sellers shall severally (based on each Seller’s Ownership Percentage) pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party, and # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.2 or Section 9.1(b), above, solely the breaching Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this Article IX exceed the Closing Purchase Price proceeds actually received by such Seller. The Buyer shall not setoff against any amounts owed by the Buyer to the Sellers under this Agreement (including, without limitation, the Earnout Amount, if any) any amounts the Buyer Indemnified Parties claim they are entitled to under this Agreement.Seller).