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 Kenna 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 Kenna 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 $6,000,000; and (b) the maximum aggregate joint and several liability of the Kenna 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 $3,000,000.
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. 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.
13.4.1.2. CSI shall not have any liability to any STI 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 5.6.5 the Principal Stockholders shall not have any liability to any EOL Indemnified Party with respect to Losses arising out of any of the matters referred to in Sections 5.2 until such time as the amount of such liability shall exceed $62,500 (in which case the Principal Stockholders shall be liable for all Losses in excess of $62,500); provided, however, that this Section 5.6.1 shall not apply to a breach of a representation or warranty contained in Sections 1.7, 2.8, 2.14, 2.18 or 2.26 or any other provision of this Agreement relating to Taxes (for which there is no cushion). Notwithstanding anything to the contrary herein, subject to Section 5.6.5, the maximum aggregate liability of each Principal Stockholder for indemnity payments under Section 5.2 shall be limited to his pro-rata portion of the Merger Consideration allocated to such Principal Stockholder (including, without duplication, any amounts offset pursuant to Section 5.5).
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. Subject to Section 11.5.4 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 11.2.1 until such time as the amount of such liability shall exceed in the aggregate (i) $25,000, plus (ii) the amount by which Net Worth of the Company (as defined in Section 8.13) as of the Effective Date exceeded $1.00 (the "Aggregate Cushion") (in which case the Stockholder shall be liable for all Losses in excess of the Aggregate Cushion). Subject to Section 11.5.4 below, the indemnity obligations of the Stockholder with respect to Losses arising out of any matter referred to in Section 11.2.1 shall not exceed the value of the Paradise Stock delivered to the Stockholder at the Closing. For purposes of calculating the value of the Paradise Stock received by the Stockholder, the Paradise Stock shall be valued at its fair market value, which shall be the average closing price for Paradise Stock on the Nasdaq Small Cap Market for the ten trading days ending two business days immediately prior to the date of payment.
Indemnity Cushion and Cap. Subject to Section 7.6.5, neither Capital C 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 $100,000 in the aggregate (in which case Capital C Holdco and the Capital C 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 Capital C Holdco and the Capital C Principals for indemnity payments under Section 7.2.1 shall be an aggregate amount equal to the sum of (A) $750,000 plus (B) $2,750,000 of the Contingent Payments and the Top-Up Payments paid or payable pursuant to 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. (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.
(b) Subject to Section 8.4, the maximum aggregate liability of each Seller for indemnity payments under Section 8.2.1 shall be an amount equal to such Seller’s proportionate share of the Escrow Amount; provided, however, in the event, by application of Section 8.4, the maximum aggregate liability of a Seller for indemnity payments under Section 8.2.1 is not limited to such Seller’s proportionate share of the Escrow Amount, the Seller’s maximum liability shall be limited to the amount of such Seller’s participation in the aggregate Purchase Price.
