Extract to table

In the event of any conflict or inconsistency between this Summary Term Sheet and the SPA, the terms of the SPA shall control

Any disputes regarding the final working capital calculation shall be resolved in accordance with the dispute resolution procedures set forth in Section 2

The retention amount represents the initial layer of loss that Cascade must absorb before the R&W Policy responds

If the SPA is terminated due to (a) Cascade's failure to consummate the closing at a time when all conditions to Cascade's obligations to close have been satisfied or waived, or (b) Cascade's willful and material breach of the SPA, then Cascade shall pay to the Stockholder Representative, for the benefit of the Selling Stockholders, a reverse termination fee of $30,000,000 (representing 2

Payment of the reverse termination fee shall be the Selling Stockholders' sole and exclusive monetary remedy against Cascade for such termination, except in the case of fraud

If the SPA is terminated due to (a) a material breach by NovaMart or the Selling Stockholders that is not cured within the applicable cure period, or (b) the Board's acceptance of a Superior Proposal (as defined in the SPA), then the Selling Stockholders shall pay (or cause to be paid) to Cascade a forward termination fee of $30,000,000 (representing 2