Extract to table

Specifically, the representations and warranties relating to (a) organization and good standing, (b) authority and enforceability, (c) title to the Purchased Assets, (d) tax matters, and (e) broker and finder fees shall be subject only to an overall aggregate ceiling equal to the Total Consideration ($140,000,000), and shall not be subject to the twenty percent (20%) cap otherwise applicable to general representations and warranties

The Seller agrees that the Fundamental Representations (organization and good standing, authority and enforceability, title to assets, tax matters, and broker representations) shall survive for sixty (60) months following the Closing Date — i

The Seller agrees that representations relating to tax matters shall survive for the full period of the applicable statute of limitations, plus sixty (60) days

The Buyer shall not take any action the primary purpose of which is to avoid or delay the achievement of an earnout milestone

If the Buyer undergoes a Change of Control (to be defined in customary fashion) during the Earnout Period, all then-unpaid earnout milestones shall be deemed to have been achieved as of the date of such Change of Control, and all associated earnout payments shall become immediately due and payable

The determination of the independent expert shall be final and binding on the parties, absent manifest error