Extract to table

The Mini-Basket operates as a tipping basket, such that once the aggregate amount of Losses (individually satisfying the De Minimis Threshold) exceeds the Mini-Basket, the Buyer Indemnified Parties shall be entitled to recover all such Losses from the first dollar

2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the Disclosure Schedules and Exhibits; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Disclosure Schedule" refer to the specified Article, Section, Schedule, Exhibit, or Disclosure Schedule of or to this Agreement unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement mean "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to any Person include such Person's successors and permitted assigns; (h) references to any Law include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such Law, and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified, supplemented, or replaced from time to time; (i) references to "dollars" or "$" mean United States dollars; (j) all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data and information required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP; (k) the headings and captions used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and (l) references to "days" mean calendar days unless otherwise specified

In the event of any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement

The Purchased Assets shall include, without limitation, the following: (a) Tangible Personal Property

VML-2023-1140, VML-2023-1141, and VML-2024-0219), which have an aggregate outstanding balance of approximately Two Million Eight Hundred Seventy Thousand Dollars ($2,870,000) as of the date hereof, with lease expirations ranging from March 2026 through November 2027; (c) All accrued paid time off obligations owed to Transferred Employees, estimated at One Million Three Hundred Forty Thousand Dollars ($1,340,000) as of the Closing Date, which Buyer shall honor in accordance with Section 7

Seller shall use commercially reasonable efforts, and Buyer shall cooperate with Seller, to obtain any such consent as promptly as practicable after the Closing