Extract to table

Claims for breaches of representations and warranties must be asserted (by delivery of a written indemnification claim notice to the Stockholder Representative) prior to the expiration of the applicable survival period

The retention is the amount of losses that Solara must absorb (or recover from other sources, such as the escrow or direct contractual indemnification) before the R&WI policy responds

The practical consequence is that Solara must satisfy the full $544,000,000 retention for any new claims brought while the prior claims remain pending

This exclusion operates in conjunction with the no-claims declaration that Solara must deliver at closing

Coordination of Claims — Escrow First, Then R&WI Under the structure of the Merger Agreement and the R&WI policy, Solara must adhere to a specific sequencing of recovery

Claims for breaches of general representations must be asserted — by delivery of written notice to the Stockholder Representative — prior to this date