Extract to table

"Closing" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the closing of the Transaction contemplated thereby

"Closing Date" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the date on which the Closing occurs; estimated to be June 30, 2025

"Loss" shall have the meaning ascribed to such term in the Policy

"Retention" means $9,800,000, being 1% of the aggregate merger consideration of $980,000,000, representing the amount of Loss that must be incurred before coverage under the Policy becomes available, as more fully described in the Policy

All other capitalized terms used but not otherwise defined in this Declaration shall have the meanings given to such terms in the Policy or, if not defined therein, in the Merger Agreement

The rights and obligations of the parties under the Merger Agreement and the Policy, respectively, shall be determined solely in accordance with the terms thereof, and nothing in this Declaration shall be deemed to create, alter, or affect any such rights or obligations