Extract to table

("Northfield") through Peregrine Advisory Group LLC ("Peregrine Advisory"); and (e) specific recommendations for the C&H team's January 4, 2024 revised draft, including identification of priority items (must-haves), acceptable concessions, and fallback positions for the upcoming final negotiation session anticipated for mid-January 2024 in New York

This layered approach is critical to the overall risk allocation in the transaction and must be understood holistically

The R&W policy has a retention equal to the full escrow amount ($544,000,000), meaning that the first $544,000,000 of losses must be borne through the escrow and/or direct indemnification before the R&W policy begins to respond

Moreover, the R&W policy does provide coverage for Fundamental Representations with a longer policy period (72 months), but the policy still has a retention and a $680,000,000 limit — for truly catastrophic losses arising from Fundamental Representation breaches, the contractual indemnification must provide the backstop

Fraud and willful breach must remain uncapped with no time limitation

All claims for indemnifiable losses arising from breaches of general representations and warranties must be asserted in writing to the Stockholder Representative (Douglas Pemberton) prior to that date