Extract to table

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Buyer's Counsel" means Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, New York 10166

As more particularly described in the Purchase Agreement, the Indemnification Basket is a "tipping basket" and not a true deductible; accordingly, once the aggregate amount of indemnifiable Losses exceeds the Indemnification Basket, the Sellers shall be liable for the full amount of such Losses from the first dollar, subject to the applicable Indemnification Cap

2 of the Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis, and shall apply to this Agreement as if fully set forth herein

Without limiting the generality of the foregoing: (a) References to "Articles," "Sections," and "Exhibits" shall refer to the Articles, Sections, and Exhibits of this Agreement, unless otherwise specified

(b) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement