Indemnity Cushion and Cap. Subject to Section 8.6.5 below, the Stockholders shall have no liability to any Parent Indemnified Party with respect to Losses arising out of any of the matters referred to in Sections 8.2.1 or 8.2.2 until such time as the amount of such liability shall exceed $70,000 in the aggregate (in which case the Stockholders shall be liable for all Losses up to and in excess of $70,000); provided, however, that this Section 8.6.1 shall not apply to Losses relating to a breach of a representation or warranty contained in Section 3.26 or 3.2.7 (for which there is no cushion). Subject to Section 8.6.5 below, the maximum liability of the Stockholders for indemnity payments under Sections 8.2.1 and 8.2.2 shall be limited to and shall be paid solely from the Escrow Fund in accordance with the terms and provisions of the Indemnity and Escrow Agreement.
Indemnity Cushion and Cap. Subject to Section 7.6.5, neither Newport, nor the Cap C Indemnitors shall have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 7.2 until such time as the amount of such liability shall exceed $100,000 in the aggregate (in which case Newport and the Cap C Indemnitors shall be severally liable for all Losses). Notwithstanding anything to the contrary herein, subject to Section 7.6.5 below, (a) the maximum aggregate liability of Newport for indemnity payments under Section 7.2.1 shall be an aggregate amount equal to $3,500,000; and (b) the maximum aggregate joint and several liability of the Cap C Indemnitors for indemnity payments under Section 7.2.2 shall be an aggregate amount equal to the sum of $750,000 plus a right of setoff of all "Contingent Payments" (as defined in the 13% Purchase Agreement) payable pursuant to the 13% Purchase Agreement, subject to a maximum aggregate of such Contingent Payments of $2,750,000.
Indemnity Cushion and Cap. Subject to Section 8.5.5, the Seller shall not have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Sections 8.2 until such time as the amount of such liability shall exceed $5,000 (in which case the Seller shall be liable for all Losses in excess of such amount). Notwithstanding anything to the contrary herein, subject to Section 8.5.5, the maximum aggregate liability of the Seller for indemnity payments under Sections 8.2 shall be equal to the principal amount of the Note.
Indemnity Cushion and Cap. 13.4.1.1. STI shall not have any liability to any CSI Indemnified Party with respect to Losses arising out of any of the matters referred to in ARTICLE 13 until such time as the amount of such liability shall exceed $25,000 in the aggregate.
Indemnity Cushion and Cap. Subject to Section 8.5.6 below, the ------------------------- Stockholder shall not have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2 until such time as the amount of such liability shall exceed US$100,000 in the aggregate; provided, however, that this Section 8.5.1 shall not apply to Losses relating to a breach of a representation or warranty contained in Sections 3.1 and 3.26. Notwithstanding anything to the contrary set forth herein, the aggregate liability of the Stockholder for indemnity payments arising out of any of the matters referred to in clauses (a) and (c) of Section 8.2 shall not exceed US$6,000,000.
Indemnity Cushion and Cap. Subject to Section 7.6.5, neither WWG nor the Principals shall have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 7.2 until such time as the amount of such liability shall exceed $50,000 in the aggregate (in which case WWG and the Principals shall be liable for all Losses in excess of $50,000). Notwithstanding anything to the contrary herein, subject to Section 7.6.5 below, the maximum aggregate liability of WWG and the Principals for indemnity payments under Section 7.2 shall be an amount equal to $11,000,000. Notwithstanding the foregoing, each Principal's maximum aggregate liability for indemnity payments pursuant to Section 7.2.1 and Section 7.2.2, subject to Section 7.6.5 below, shall be such Principal's allocable portion of the total Purchase Price paid or payable pursuant to Section 2.1 of this Agreement.
Indemnity Cushion and Cap. Subject to Section 8.6.5, neither the Company nor the Senior Lender shall have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2 until such time as the amount of such liability shall exceed $10,000 in the aggregate (in which case the Company and the Senior Lender shall be liable for all Losses in excess of $10,000). Notwithstanding anything to the contrary herein (including anything contained in Section 8.6.5), the maximum aggregate liability of the Senior Lender for indemnity payments under Section 8.2.1 shall be an amount equal to $650,000, except with respect to any indemnity given with respect to the License Agreement or the TriplePoint Lease, in which case the maximum aggregate indemnification liability of the Senior Lender hereunder shall be increased to $850,000. In no event shall the Senior Lender have any indemnification obligations to the Purchaser for claims based on the Purchaser’s violation of any third-party intellectual property rights (including those of NFLE) caused by the Purchaser’s operation of the Game following the Closing Date.
Indemnity Cushion and Cap. Subject to Section 7.6.5, neither Kenna Holdco nor any of the Kenna Principals shall have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 7.2 until such time as the amount of such liability shall exceed $100,000 in the aggregate (in which case Kenna Holdco and the Kenna Principals shall be liable for all Losses). Notwithstanding anything to the contrary herein, subject to Section 7.6.5 below, the maximum aggregate liability of Kenna Holdco and the Kenna Principals for indemnity payments under Section 7.2.1 shall be an aggregate amount equal to the sum of (A) $750,000 plus (B) $3,000,000 of the Contingent Payments and the Top-Up Payments paid or payable pursuant to this Agreement.
Indemnity Cushion and Cap. Subject to Section 7.6.5, neither IMS Holdco nor the Principals shall have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 7.2 until such time as the amount of such liability shall exceed $50,000 in the aggregate (in which case IMS Holdco and the Principals shall be liable for all Losses in excess of $50,000. Notwithstanding anything to the contrary herein, subject to Section 7.6.5 below, the maximum aggregate liability of IMS Holdco and the Principals for indemnity payments under Section 7.2.1 and Section 7.2.2 shall be an amount equal to $30,000,000.
Indemnity Cushion and Cap. (a) The Sellers shall not have any liability to any Purchaser Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2.1(i) until such time as the amount of such liability shall exceed $50,000 in the aggregate (in which case the Sellers shall be liable for all Losses in excess of $50,000); provided, however, that this Section 8.6.1(a) shall not apply to Losses relating to a breach of any representation or warranty contained in Sections 3.3, 3.6, 3.11, 3.15.3, 3.19 or 3.26 or any other provision in this Agreement relating to Taxes due on or prior to the Closing Date.
