Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA

To the extent an adjustment is owed by the Selling Stockholders to Cascade, such amount shall be paid first from the escrow fund, to the extent available and not otherwise subject to pending claims

To the extent an adjustment is owed by Cascade to the Selling Stockholders, Cascade shall pay such amount by wire transfer of immediately available funds within five (5) business days after final determination

5) that NovaMart shall have no Indebtedness at Closing other than as reflected in the estimated closing statement

The Escrow Fund will be released to the Selling Stockholders (pro rata in accordance with their respective ownership percentages) twenty-four (24) months after the Closing Date, net of (i) the aggregate amount of any indemnification claims that have been finally resolved and paid from the Escrow Fund prior to such release date, and (ii) an amount equal to the aggregate amount of any pending but unresolved indemnification claims as of such release date (which amount shall continue to be held in escrow until such claims are finally resolved)

As a condition to Closing, the NovaMart Revolver must be repaid in full and all liens securing the NovaMart Revolver must be released and terminated