Extract to table

For the avoidance of doubt, federal holidays observed in the State of New York shall not constitute Business Days

15 (Tax Matters), which shall survive the Closing indefinitely in accordance with Section 9

The Indemnification Basket shall operate as a tipping basket, meaning that once aggregate Losses exceed the Indemnification Basket, the indemnifying Party shall be liable for all Losses from the first dollar, not merely the excess over the Indemnification Basket

"Losses" means any and all losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and expenses, experts' fees and expenses, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that "Losses" shall not include punitive damages (except to the extent awarded to a third party) or consequential damages that are not reasonably foreseeable

Net revenue shall mean gross revenues less returns, allowances, discounts, and credits, determined in accordance with GAAP

2 — Rules of Construction For purposes of this Agreement, the following rules of interpretation and construction shall apply: (a) The headings, captions, and titles of the Articles and Sections of this Agreement are for convenience of reference only and shall not be considered a part hereof or affect in any way the meaning or interpretation of this Agreement