Extract to table

In no event shall Seller's aggregate liability for general indemnification claims exceed the sum of Seventy-Two Million Dollars ($72,000,000)

Survival Expiry Date for General Representations: 18 months from November 15, 2024 = May 15, 2026 All indemnification claims for breaches of general representations and warranties must be asserted by Buyer by delivering written notice to Seller on or before May 15, 2026, in accordance with the notice requirements set forth in Section 9

Any indemnification claim must be asserted by written notice (a "Claim Notice") delivered to Seller in accordance with the general notice provisions of the MIPA (Section 11

Seller's right to assume the defense is subject to the following customary conditions: (a) Seller must engage counsel of recognized competence and standing, reasonably satisfactory to Buyer, to conduct the defense; (b) No actual or reasonably perceived conflict of interest may exist between Seller and Buyer with respect to the defense of the Third-Party Claim that would make it inappropriate for Seller to control the defense; (c) Seller must have adequate financial resources, including access to the escrow fund, to satisfy the claim if it is ultimately resolved adversely; and (d) The Third-Party Claim must not seek injunctive, declaratory, or other non-monetary relief that would directly and adversely affect Buyer or the Company's ongoing business operations

The settlement of any Third-Party Claim requires the consent of both parties, which consent shall not be unreasonably withheld, conditioned, or delayed

Under this provision, for purposes of both (i) determining whether a breach of any representation or warranty has occurred and (ii) calculating the amount of any losses resulting from such breach, all qualifications, limitations, or exceptions based on "materiality," "Material Adverse Effect," or similar concepts contained in the representations and warranties shall be disregarded and given no effect