Common use of Indemnification Cap Clause in Contracts

Indemnification Cap. Other than (a) a breach of any of the Fundamental Representations or (b) a breach of any of the covenants in Section 9 (other than Sections 9.2(ii) and 9.3), the maximum aggregate liability of the Warrantors (other than Xx. Xxxx) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) and (iii) shall be limited to the Purchase Price (the “Indemnification Cap”). Other than a breach of the covenants in Section 8.1(b)(ii) and Section 9.8, the maximum aggregate liability of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Cap. For the avoidance of doubt, (i) the Indemnification Cap shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of Xx. Xxxx for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by Xx. Xxxx to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3.

Indemnification Cap. Other than Except with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, Tax Representation or the representations and warranties set forth in Section 3.12(l) (aSARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Lakestar or Seller, the aggregate amount of Damages for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 11.2(a)(i), Section 11.2(a)(ii), Section 11.2(a)(viii), Section 11.2(a)(ix), Section 11.2(a)(x) and Section 11.2(a)(xi) will not exceed the Indemnification Escrow Amount. The Indemnification Escrow Amount then remaining in escrow shall serve as the sole and exclusive source of payment of any Indemnification Claim pursuant to Section 11.2(a)(i) and Section 11.2(a)(ii), except with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, a Tax Representation or the representations and warranties set forth in Section 3.12(l) (SARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Lakestar or Seller; provided, that, any claim made by any Purchaser Indemnified Party pursuant to this Article XI related to a breach of any of a Fundamental Representation, a Tax Representation, or the Fundamental Representations or (b) a breach of any of the covenants representations and warranties set forth in Section 9 3.12(l) (other than Sections 9.2(iiSARs Schedule) or Section 3.12(m) (Transaction Bonuses) or Fraud or willful misconduct of Lakestar or Seller shall be (i) paid first from the Indemnification Escrow Amount then remaining in escrow and 9.3), the maximum aggregate liability of the Warrantors (other than Xx. Xxxx) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) then, subject to the terms and (iiiconditions of this Section 11.5, paid directly by Seller. Any claim made by any Purchaser Indemnified Party pursuant to Section 11.2(a)(viii), Section 11.2(a)(ix), Section 11.2(a)(x) and Section 11.2(a)(xi) shall be limited (i) paid first from the Indemnification Escrow Amount then remaining in escrow and (ii) then, subject to the Purchase Price terms and conditions of this Section 11.5, paid directly by Seller (solely to the “Indemnification Cap”extent that all or part of the Escrow Funds have been released to Seller pursuant to Section 11.7 and only as it relates to such released Escrow Funds). Other than a breach Disregarding any payments of Indemnification Escrow Funds to the Purchaser Indemnified Parties, the total amount of indemnification payments that Seller shall be required to make to the Purchaser Indemnified Parties in respect of this Agreement and the transactions contemplated hereby, shall not exceed the amount of the covenants in Section 8.1(b)(ii) and Section 9.8, Seller Proceeds actually received by Seller as of the maximum aggregate liability date of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Capdetermination. For the avoidance of doubt, (i) the total amount of indemnification payments that Seller shall be required to make to the Purchaser Indemnified Parties, inclusive of any amounts paid from the Indemnification Cap Escrow Funds, in respect of Section 11.2(a)(i), Section 11.2(a)(ii), Section 11.2(a)(viii), Section 11.2(a)(ix), Section 11.2(a)(x) and Section 11.2(a)(xi), shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case exceed the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of Xx. Xxxx for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by Xx. Xxxx to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3Escrow Amount.

Indemnification Cap. Other than (a) a breach of any of the Fundamental Representations or (b) a breach of any of the covenants in Section 9 (other than Sections 9.2(ii) and 9.3), the maximum aggregate liability of the Warrantors (other than XxMx. Xxxx) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) and (iii) shall be limited to the Purchase Price (the “Indemnification Cap”). Other than a breach of the covenants in Section 8.1(b)(ii) and Section 9.8, the maximum aggregate liability of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Cap. For the avoidance of doubt, (i) the Indemnification Cap shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of XxMx. Xxxx for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by XxMx. Xxxx to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3.