Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Escrow Agreement or, if not defined therein, in the PSA

The PSA establishes the following indemnification thresholds and limitations, which remain relevant to the context of these Release Instructions: (a) General Representation Cap: Seller's aggregate liability for Losses arising from breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the unadjusted purchase price (the "General Rep Cap")

(b) Fundamental Representation Cap: Seller's aggregate liability for Losses arising from breaches of fundamental representations and warranties shall not exceed One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the unadjusted purchase price (the "Fundamental Rep Cap")

once the aggregate Losses exceed the Basket, Seller shall be liable for all such Losses from the first dollar, and not merely the excess above the Basket)

(d) De Minimis Threshold: Individual claims for Losses in an amount less than Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim shall be disregarded for purposes of determining whether the Basket has been exceeded and shall not be indemnifiable (the "De Minimis Threshold")

2(a) of the Escrow Agreement provides that, upon the occurrence of the General Representation Survival Expiration Date, if no claim notice has been delivered by Buyer to Seller and/or Escrow Agent that remains unresolved or pending as of such date, the entire Escrow Funds shall be released and disbursed to Seller upon joint written instructions signed by authorized representatives of both Buyer and Seller delivered to Escrow Agent