Extract to table

4(b) of the APA provides that Seller's aggregate liability for all claims — including both non-fundamental and Fundamental Representation claims — shall in no event exceed an amount equal to the Total Consideration of $140,000,000

This alignment simplifies the survival analysis and ensures that all pre-closing covenant claims must be asserted within the same window as general representation claims

The RWI Policy retention ($1,400,000) is aligned with the APA basket ($1,400,000), so Buyer must satisfy both the contractual basket and the policy retention before Apex Mutual has any obligation to respond

• True-Up Deadline: The final NWC determination must be completed within ninety (90) days of the Closing Date, or by November 6, 2023