Extract to table

Pemberton, to act on behalf of the former stockholders of the Company in connection with, among other things, indemnification claims and escrow releases under this Agreement and the Merger Agreement; WHEREAS, Cobalt Trust Company has agreed to serve as Escrow Agent and to hold, invest, and disburse the Escrow Amount in accordance with the terms and conditions set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

Individual indemnification claims with a Claim Amount below the De Minimis Threshold shall not be counted toward the Indemnity Basket and shall not be recoverable from the Escrow Amount

The Indemnity Basket is a "tipping basket" (and not a true deductible), meaning that once the aggregate amount of qualifying indemnification claims (each individually exceeding the De Minimis Threshold) exceeds the Indemnity Basket, Buyer shall be entitled to indemnification from the first dollar of such qualifying claims

For the avoidance of doubt, the Indemnity Cap shall not apply to, and shall not limit Buyer's recovery with respect to, claims for fraud, willful breach, tax indemnities under Section 9

" (d) The headings and captions of Articles and Sections contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement

(i) Unless otherwise specified, all references to a number of "days" refer to calendar days; provided that if the last day of any period falls on a day that is not a Business Day, such period shall be extended to the next Business Day