Extract to table

The retention operates as a true deductible — aggregate covered losses must exceed the applicable retention amount before the Policy begins to respond

Losses arising from covenant breaches must be pursued through the contractual indemnification provisions of the Merger Agreement or through direct claims against the breaching party

Coverage Gaps — Matters Not Addressed by the R&W Policy Beyond the specific exclusions described above, there are several categories of risk that are inherently outside the scope of the R&W Policy and for which Northgate must rely on alternative sources of recovery or risk mitigation

entering into material contracts without Northgate's consent, making capital expenditures in excess of agreed thresholds, or modifying employee compensation arrangements) or post-closing covenants must be pursued under the Merger Agreement's contractual indemnification provisions