Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MIPA; and D

All references to the "member" or "sole member" in the Company's limited liability company agreement and related organizational documents shall, from and after the effectiveness of this Assignment, be deemed to refer to Assignee

In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment and the terms of the MIPA, the terms of the MIPA shall control, govern, and prevail in all respects

The indemnification provisions set forth in Article IX of the MIPA, including without limitation: (a) the aggregate indemnification cap of Seventy-Two Million Dollars ($72,000,000); (b) the deductible basket of Four Million Eight Hundred Thousand Dollars ($4,800,000); (c) the general survival period of eighteen (18) months from the Closing Date, expiring on May 15, 2026; (d) the survival period applicable to Fundamental Representations of thirty-six (36) months from the Closing Date, expiring on November 15, 2027; and (e) all other limitations, exclusions, procedures, and conditions set forth therein, shall remain in full force and effect, are expressly incorporated herein by reference, and shall govern any claims for indemnification arising in connection with or related to this Assignment, the MIPA, or the transactions contemplated hereby or thereby

06 of the MIPA are incorporated herein by reference and shall apply to this Assignment mutatis mutandis

Section 10 — Counterparts This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument