Extract to table

Venue for any disputes arising under the APA shall lie in the state or federal courts located in the Borough of Manhattan, City of New York, as set forth in the forum selection clause included in Article XII

Subject to deductions for any pending or unresolved indemnification claims, the Escrow Amount (together with any interest or other earnings accrued thereon) shall be released to Seller eighteen (18) months following the Closing Date

A de minimis collar of plus or minus Two Hundred Fifty Thousand Dollars (±$250,000) applies to the Net Working Capital adjustment, such that no purchase price adjustment shall be made if the difference between the Closing Net Working Capital and the Target NWC falls within this collar

If the Closing Net Working Capital exceeds the Target NWC by more than $250,000, Buyer shall pay the excess amount (including the full amount of the variance, not only the amount exceeding the collar) to Seller

Conversely, if the Closing Net Working Capital is less than the Target NWC by more than $250,000, Seller shall pay the deficiency amount to Buyer

Covenants and agreements that by their terms are to be performed at or prior to the Closing shall survive indefinitely, and covenants and agreements that by their terms are to be performed after the Closing shall survive in accordance with their terms