FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / material-contracts-due-diligence-memo.docx
material-contracts-due-diligence-memo.docx · 1038-00009

Parties

DILIGENCE MEMORANDUM NovaMart Global Inc
Harkness LLP
Cascade Retail Holdings Inc
NovaMart Global Inc
Loewe LLP
Stratton Digital Media Inc
Arcwave Software LLC
Pinnacle Cloud Solutions Inc

Dates

April 11, 2025
February 17, 2025
February 18, 2025
December 31, 2024
March 12, 2025
February 28, 2025
April 7, 2025
April 2, 2025
December 15, 2022
June 8, 2023

Amounts

$1,200,000,000
$5,000,000
$38,000,000
$2.5
$38.2
$38
$12,000,000
$16
$17
$1,000,000,000

Obligations

3, a 'Change of Control' of Customer [NovaMart] shall be deemed to constitute an assignment requiring the prior written consent of Provider [Pinnacle Cloud]
4 of the Pinnacle MSA provides that if a Change of Control occurs without Pinnacle Cloud's prior written consent, Pinnacle Cloud shall have the right to terminate the Pinnacle MSA upon ninety (90) days' prior written notice to NovaMart
Licensee [NovaMart] shall not undergo a Change of Control without the prior written consent of Licensor [Arcwave]
For all other Change of Control transactions, Licensor's consent shall not be unreasonably withheld
During the Wind-Down Period, NovaMart may continue to operate the Arcwave Algorithm solely to the extent necessary to transition to an alternative search solution, but NovaMart must pay Arcwave a "Transition Fee" equal to 150% of the then-applicable per-query usage rate for all queries processed during the Wind-Down Period
In the event of a Change of Control of either party, the party undergoing such Change of Control shall provide written notice to the other party within thirty (30) days of the closing of such Change of Control transaction