Extract to table

Based on the information provided during tax due diligence (as set forth in our separate Tax Due Diligence Memorandum), NovaMart files or is required to file tax returns in the following jurisdictions: • Federal: U

Because the closing of the transaction will occur on a date that does not coincide with the end of NovaMart's taxable year for most purposes, there will necessarily be Straddle Periods for which a portion of NovaMart's tax liability must be allocated to the pre-closing period (for which the Sellers are responsible) and a portion to the post-closing period (for which Cascade is responsible)

The SPA's general indemnification framework includes a basket (sometimes referred to as a deductible or tipping basket) that establishes a minimum aggregate amount of losses that must be incurred before the indemnifying party's obligations are triggered

There is no minimum threshold that must be exceeded before the Sellers' tax indemnification obligations are triggered, and there is no deductible amount that Cascade must absorb before recovering from the Sellers

06 (including the general indemnification cap and the basket) shall not apply to (i) claims for breaches of the Fundamental Representations, (ii) claims for Tax indemnification pursuant to Section 10

Specifically, if any indemnification claim (including any tax indemnification claim) is pending at the 24-month mark, a portion of the escrow fund equal to the amount of such pending claim (or a reasonable estimate thereof, as agreed by the parties or determined by the Escrow Agent) shall be held back and not released until such claim is finally resolved, settled, or otherwise disposed of