Extract to table

The actions set forth herein shall have the same force and effect as if taken at a duly convened meeting of the Board at which a quorum was present and acting throughout

An escrow deposit of $72,000,000 (representing 15% of the enterprise value) shall be deposited with Granite Trust Company, N

This cap is coextensive with the escrow deposit, such that the Buyer's sole recourse for general indemnification claims (other than Excluded Claims) shall be against the escrow deposit

The Seller's obligation to indemnify the Buyer for losses shall not arise until the aggregate amount of qualifying losses exceeds $4,800,000 (representing 1% of the enterprise value), at which point the Seller shall be liable for the full amount of such losses from the first dollar (i

Individual claims must meet a de minimis threshold of $250,000 in order to count toward the basket

Representations and warranties of the Seller (other than Fundamental Representations and Tax Representations) shall survive for a period of eighteen (18) months following the closing date