form provided by Buyer and reasonably
acceptable to Seller and each Restricted Party, to be executed by Seller and
each Restricted Party in favor of Buyer. Seller
Summit Stoneworks, LLC.
Special Matters
Indemnification claims made pursuant to
Section 8.1(a)(ii)-(viii) or Section 8.1(b) 8.1(a)(viii). Target Net Working
Capital Amount
$199,263. Virtual Data Room
The "Project Sierra" virtual
data room folder hosted by Microsoft Office in connection with the Transactions.
Cross references to Terms Defined in Body of Agreement:
Defined Term
Section
AAA Rules
8.5(b)(i)
Agreement
Opening paragraph
Claims Period
8.3
Closing
3.1
Disclosure Schedule
First paragraph of Article IV
Dispute
8.5(b)
Dispute Notice
2.5
Disputed Item(s)
2.5
Earn-Out Consideration
2.6(a)
Earn-Out Statement
2.6(b)(i)
Excluded Assets
2.1(b)
Indemnifiable Damages
8.1(a)
Indemnification Period
8.3
Indemnified Person(s)
8.1(a)
Indemnifying Person(s)
8.1(a)
Leased Real Property
4.12(a)
Material Contract
4.16(a)
Membership Interests
Recitals
Non-Assignable Contracts
7.7
Notice of Earn-Out Disagreement
2.6(b)(ii)
Officer's Certificate
8.4
Post-Closing Tax Period
7.5(b)
Purchase Price Allocation
7.5(c)
Purchase Price Deficiency
2.5(c)
Purchase Price Excess
2.5(c)
Related Party
4.23(a)
Significant Customer
4.17(a)
Significant Supplier
4.17(b)
Specified Liabilities
4.6(e)
Subsequent Claims Period
8.3
Third-Party Claim
8.6(a)
Transactions
Recitals
Transfer Taxes
7.5(d)
Warranty
4.20(a)