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Contract analysis / engagement-letter-crestline.docx
engagement-letter-crestline.docx
1006-00008 · 15 clauses
High · 2 Medium · 7 Standard · 2
1. Purpose of This Letter Medium
⚑ Confidentiality undertaking
1. Purpose of This Letter This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") will represent Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Client") as buyer's counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Lakewood Regional Health Partners, LLC ("Lakewood" or "LRHP"), a New Yor
2. Scope of Engagement High
⚑ Indemnity / guarantee obligation
2. Scope of Engagement The Firm will provide the following legal services to the Client in connection with the Transaction: (a) Due Diligence. The Firm will coordinate and conduct comprehensive legal due diligence on Lakewood and its operations, assets, liabilities, and contractual relationships. This due diligence review will encompass, without limitation, the following areas: (i) Corporate and Organizational Docume
3. Staffing High
⚑ Indemnity / guarantee obligation
3. Staffing The following professionals have been assigned to this engagement and will form the core transaction team: James Prentice will have overall supervisory responsibility for all legal services rendered in connection with this engagement and will serve as the primary relationship contact for the Client. All significant strategic decisions and material issues arising in the course of the Transaction will be es
4. Fees Medium
⚑ Notice / time limit to track
4. Fees (a) Hourly Rates. The Firm's fees for this engagement will be based on the time expended by the professionals assigned to the matter at the following standard hourly rates for calendar year 2025: In the event that additional associates, counsel, or paralegals are assigned to the engagement, their time will be billed at then-current standard Firm rates. The Firm will communicate the applicable rate for any add
5. Expenses Standard
⚑ Commercial term
5. Expenses In addition to fees for professional services, the Client will reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation: • filing fees, including New York Department of Health and Pennsylvania Department of Health application fees, and any other governmental filing or registration fees; • travel expenses, including
6. Billing and Payment Medium
⚑ Forum / governing law
6. Billing and Payment (a) Invoicing. The Firm will render monthly invoices for fees and expenses incurred during the preceding calendar month. Invoices will be directed to the attention of: Patricia Hsu Chief Financial Officer Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228 A copy of each invoice will be simultaneously provided to: Jordan Samuels Vice President Pinnacle River C
7. Client Responsibilities Medium
⚑ Confidentiality undertaking
7. Client Responsibilities The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation: • providing timely access to all information, documents, records, and data reasonably requested by the Firm in connection with the Transaction; • making the Client's officers, employees, agents, and other advisors available to the Firm for interviews, meeting
8. Confidentiality Medium
⚑ Forum / governing law
8. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement. All such information shall be treated as confidential and shall not be disclosed to any third party without the Client's prior consent, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct, including
9. Conflicts of Interest
9. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct and is not aware of any conflict of interest that would preclude its representation of Crestline in connection with this engagement. The Firm is a large, multi-practice law firm that represents a range clients across numerous industries and pra
10. Document Retention
10. Document Retention In accordance with the Firm's standard document retention policy, the Firm will maintain the engagement file related to this matter for a period of seven (7) years following the conclusion of the engagement. Upon expiration of such retention period, the Firm may destroy or dispose of all files, documents, and materials related to the engagement — including electronic files, correspondence, memo
11. Limitation of Liability Medium
⚑ Liability cap to check against exposure
11. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by the Client to the Firm in connection with this engagement. This limi
12. Termination Standard
⚑ Commercial term
12. Termination Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. No reason need be stated for termination, although the Firm's right to withdraw from the engagement is subject to the requirements of the applicable rules of professional conduct and any applicable court orders. Upon termination of this engagement by either party, the Client will remain resp
13. Governing Law; Dispute Resolution Medium
⚑ Forum / governing law
13. Governing Law; Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this engagement letter or the Firm's services hereunder, including disputes rega
14. Entire Agreement; Amendments
14. Entire Agreement; Amendments This letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, correspondence, proposals, and agreements, whether written or oral, between the parties relating to the engagement. No representations, warranties, or commitments have been made by either party ex
15. Acceptance
15. Acceptance We ask that you confirm Crestline's agreement to the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate copy of this letter to us at your earliest convenience. Upon execution by both parties, this engagement shall be deemed effective as of May 1, 2025, regardless of the date of actual signature. We are enthusiastic about the opportunity to work with