Extract to table

The Basket Amount is structured as a "tipping basket," such that once the aggregate amount of all qualifying Losses (determined after application of the De Minimis Threshold) exceeds the Basket Amount, the Indemnified Parties shall be entitled to recovery of all qualifying Losses from the first dollar thereof, and not merely those Losses in excess of the Basket Amount

Individual Losses that are less than the De Minimis Threshold shall not be asserted against the Escrow Amount, shall not be counted toward or aggregated for purposes of satisfying the Basket Amount, and shall not be recoverable from the Escrow Amount or otherwise under this Agreement or the Purchase Agreement

"Escrow Period" means the period commencing on the Closing Date and ending on the Expiration Date; provided, however, that with respect to any Pending Claims outstanding as of the Expiration Date, the Escrow Period shall be extended solely with respect to the Reserve Amount attributable to such Pending Claims until the final resolution thereof in accordance with Section 4

2 — Interpretation (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be to Articles, Sections, Exhibits, and Schedules of and to this Agreement, respectively

(b) Words in the singular shall include the plural and vice versa, and words in one gender shall include all genders

The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation