Extract to table

The Indemnification Basket shall operate as a tipping basket (and not as a true deductible), such that once aggregate indemnifiable Losses exceed the Indemnification Basket, the full amount of such Losses (from the first dollar thereof) shall be recoverable

The Indemnification Cap shall not apply to claims arising from breaches of Fundamental Representations

the period of eighteen (18) months from July 22, 2023 through and including January 22, 2025); provided, however, that with respect to claims arising from breaches of Fundamental Representations, the Survival Period shall extend for the full applicable statute-of-limitations period as set forth in the Merger Agreement

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement mean "including, without limitation," unless the context otherwise requires or unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party; and (j) the headings and captions used in this Agreement are used for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize, or in any way affect any provision of this Agreement

(a) The Escrow Agent hereby agrees to establish and maintain a segregated escrow account designated as account number LSTC-ESC-2023-004417 at Lone Star Trust Company, N