Extract to table

losses that individually exceed the $500,000 de minimis threshold) must exceed $51,000,000 before any indemnification obligation of the Indemnifying Parties arises under the general indemnification provisions

Pursuant to the Merger Agreement and the Escrow Agreement, Solara is required to pursue recovery from the escrow fund before seeking recovery under the R&W insurance policy for any general representation and warranty breach claims

All indemnification claim notices under the Merger Agreement must be delivered to the Stockholder Representative in writing, in accordance with the notice provisions of the Merger Agreement and the Escrow Agreement

To constitute a valid claim notice under the Merger Agreement and the Escrow Agreement, the notice must include all of the following information: 1

If the amount of losses is not yet reasonably determinable, the notice must include a statement to that effect, together with a description of the basis for the claim and the reasons why the amount is not yet ascertainable

Claims for breach of general representations and warranties must be delivered to the Stockholder Representative prior to the expiration of the applicable survival period