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Contract analysis / consent-arcwave-software-draft.docx
consent-arcwave-software-draft.docx
1038-00009 · 6 clauses
High · 1 Medium · 0 Standard · 0
1. Introduction and Background
1. Introduction and Background NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1100 Congress Avenue, Suite 800, Austin, TX 78701 ("NovaMart" or the "Licensee"), writes to you in your capacity as Licensor under that certain Technology License Agreement (the "License Agreement") entered into by and between NovaMart and Arcwav
2. Description of the Transaction
2. Description of the Transaction NovaMart has entered into that certain Stock Purchase Agreement dated as of May 20, 2025 (the "SPA") by and among NovaMart, the stockholders of NovaMart listed on the signature pages thereto (collectively, the "Sellers"), and Cascade Retail Holdings Inc. ("Cascade"), a corporation duly organized and existing under the laws of the State of Delaware, whose shares of common stock are pu
3. Description of the License Agreement
3. Description of the License Agreement As referenced above, the License Agreement — formally titled the "Technology License Agreement" — was executed by and between NovaMart Global Inc. and Arcwave Software LLC on or about [●]. The License Agreement governs the terms and conditions under which Arcwave grants to NovaMart a license to use, implement, and integrate Arcwave's proprietary search algorithm software and re
4. Request for Consent
4. Request for Consent NovaMart hereby formally requests that Arcwave provide its written consent, in accordance with Section [●] of the License Agreement, to the change of control of NovaMart resulting from the Transaction, as described in Section 2 of this letter. In support of this request, NovaMart confirms and represents the following with respect to the period following the consummation of the Transaction: (a)
5. Confirmation of Continuing Obligations High
⚑ Indemnity / guarantee obligation
5. Confirmation of Continuing Obligations NovaMart hereby acknowledges and confirms that the License Agreement will remain in full force and effect following the consummation of the Transaction. All rights, obligations, covenants, representations, warranties, and other provisions of the License Agreement, including, without limitation, all payment obligations, confidentiality and data security obligations, use restri
6. Request for Execution and Return of Consent
6. Request for Execution and Return of Consent Arcwave is respectfully requested to indicate its consent to the change of control described herein by executing and returning the enclosed copy of this letter, or, alternatively, by executing and returning the attached Consent and Acknowledgment form, to NovaMart at the address set forth above (or to NovaMart's outside counsel at the address indicated in the distributio