Notwithstanding the requirements of [Section 5.2] of the SPA to the contrary, prior to Closing, Sellers shall identify to Purchaser in writing on a list (the “Disabled Direct Employee List”) and shall cause each Acquired Company to transfer, effective prior to the Closing, each Non-Covered Employee who has not been actively at work for at least 1,040 hours of regularly scheduled work due to disability as defined in the AEP LTD Plan (each a “Disabled Direct Non-Covered Employee”) to an Affiliate of AEP that is not an Acquired Company.

The Disabled Direct Non-Covered Employees and the Disabled Direct Covered Employees who are transferred to an Affiliate of AEP that is not an Acquired Company shall be referred to as “Retained Disabled Employees” and shall not constitute Continuing Non-Covered Employees or Continuing Covered Employees for purposes of the SPA.

Sellers shall retain and be solely responsible for all Liabilities arising from or relating to Sellers’ or any of its Affiliates’ identification and listing of Disabled Direct Non-Covered Employees and Disabled Direct Covered Employees included on the Disabled Direct Employee List (or the omission of any person from the Disabled Direct Employee List).

Non-Covered Employees. The performance objectives for Participants who are not Covered Employees may be based on [Section 162(m)] Criteria or on criteria different from or supplemental to the [Section 162(m)] Criteria.

The provisions of this [Section 8] shall be applicable to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award if it is granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee and is intended to qualify as “performance-based compensation” that is exempt from the deduction limitations imposed under Section 162(m) of the Code.

Covered Employees. In no event shall any individual who is a “covered employee” (as defined in [Section 162(m)]) be eligible to receive an award under the Plan that is intended to meet the qualification requirements of [Section 162(m)].

Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time an Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this [Article 7] is applicable to such Award.

Disabled. A Participant will be “Disabled” if he or she has become entitled to receive disability income benefits under the provisions of the Social Security Act.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Billing. The parties acknowledge that a number of operational and other costs are billed by outside vendors directly to Saul Company or ​. The parties will make all reasonable efforts to confirm that such costs are billed to and paid by the correct party in each case. On a quarterly basis (or more frequently to the extent deemed appropriate by authorized officers of each of the parties), any misapplied invoices and payments shall be reconciled and appropriate payments shall be made by each party to the other. In addition, certain shared services may be billed or invoiced to both Saul Company and ​. The parties agree that either party may pay such invoices and submit a request for reimbursement to the other party.