Extract to table

The purpose of this memorandum is to provide the deal team and the client with a comprehensive overview of the R&W insurance procurement process, the anticipated policy structure, the interplay between the insurance policy and the Stock Purchase Agreement ("SPA") indemnification framework, and the critical path items that must be addressed in order to bind coverage on the target timeline

The retention represents the aggregate amount of covered loss that the insured must bear before the R&W policy begins to respond

The policy will be written on a "Discovery" basis, meaning that claims must be discovered and reported to the carrier during the applicable policy period

(d) Indemnification Basket/Deductible: The SPA is expected to include an indemnification basket (threshold) that must be exceeded before the buyer may make indemnification claims