Extract to table

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

21) — is true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any such Fundamental Representation expressly relates to an earlier date, in which case such Fundamental Representation shall be true and correct in all respects (other than de minimis inaccuracies) as of such earlier date

as escrow agent (the "Escrow Agent"), governing the establishment, administration, and disbursement of the $67,500,000 indemnification escrow fund (the "Indemnification Escrow"), which funds shall be deposited by Parent with the Escrow Agent at the Closing in accordance with the terms of the Merger Agreement and the Escrow Agreement, and shall be available to satisfy any indemnification claims of the Parent Indemnified Parties arising under Article IX of the Merger Agreement; (d) Payoff Letter