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Contract analysis / lender-notice-lakeshore.docx
lender-notice-lakeshore.docx
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Standard · 3
I. Purpose of This Notice
Standard
⚑ Commercial term
I. Purpose of This Notice Arbor Health Technologies Inc., a Delaware corporation with its principal office at 400 Seaport Boulevard, Suite 1200, Boston, Massachusetts 02210 (Employer Identification Number: 83-2941076), hereby delivers this notice (this "Notice") to Lakeshore National Bank, in its capacity as Administrative Agent under the Credit Agreement. This Notice is delivered pursuant to Section 7.12 of the Cred
II. Description of the Proposed Transaction
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⚑ Non-compete / exclusivity restraint
II. Description of the Proposed Transaction Nature of the Transaction. The Borrower proposes to enter into an inbound data license agreement (the "Data License Agreement") pursuant to which AHT will obtain a non-exclusive license to receive, access, and use a comprehensive set of de-identified healthcare claims data for internal analytics, product development, and integration purposes, as more fully described herein.
III. Financial Terms of the Data License Agreement
Standard
⚑ Commercial term
III. Financial Terms of the Data License Agreement The financial terms of the Data License Agreement, as negotiated between the parties, are summarized as follows: Total License Fee. The total license fee payable by AHT to PCA under the Data License Agreement is Nine Million Dollars ($9,000,000) (the "License Fee"). Payment Structure. The License Fee is payable in three (3) installments, as follows: (a) Signing Payme
IV. Key Terms of the Data License Agreement
High
⚑ Non-compete / exclusivity restraint
IV. Key Terms of the Data License Agreement The following is a summary of additional key terms and conditions of the Data License Agreement: Anticipated Execution / Effective Date. The Data License Agreement is expected to be executed on or about July 1, 2024, with simultaneous sign-and-close (i.e., the effective date of the Data License Agreement will be the date of execution thereof). Initial Term. The initial term
V. Corporate Authorization
V. Corporate Authorization The Board of Directors of AHT approved the Data License Agreement and the associated Nine Million Dollar ($9,000,000) expenditure by unanimous written consent on June 18, 2024, as memorialized in Board Resolution No. AHT-BOD-2024-017. The resolution authorized AHT's officers to negotiate, execute, and deliver the Data License Agreement and all related ancillary documents on behalf of AHT, a
VI. Covenant Compliance Confirmation
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⚑ Commercial term
VI. Covenant Compliance Confirmation The Borrower hereby represents, warrants, and confirms that, as of the date of this Notice and after giving pro forma effect to the proposed Data License Agreement and the payment of the License Fee installments described herein: (a) The Borrower is in full compliance with all covenants, terms, and conditions of the Credit Agreement, including without limitation Section 7.12 (Noti
VII. Objection Period / Administrative Agent Response
VII. Objection Period / Administrative Agent Response Pursuant to Section 7.12 of the Credit Agreement, the Administrative Agent has a period of ten (10) Business Days following its receipt of this Notice (the "Objection Period") in which to deliver a written objection to the Borrower with respect to the proposed Data License Agreement, or to request additional information or documentation in connection therewith. Th
VIII. Offer of Additional Information
VIII. Offer of Additional Information AHT will promptly provide such additional information or documentation as the Administrative Agent may reasonably request regarding the Data License Agreement or the transactions contemplated thereby, including without limitation copies of draft or final transaction documents, financial analyses, and corporate authorization records. Copies of the executed Data License Agreement a
IX. Contact Information for Inquiries
IX. Contact Information for Inquiries Any questions, requests for additional information, or communications regarding this Notice or the Data License Agreement should be directed to: Primary Contact — Borrower: Helen Tsao, General Counsel Arbor Health Technologies Inc. 400 Seaport Boulevard, Suite 1200 Boston, MA 02210 Telephone: (617) 555-4820 Email: htsao@arborhealthtech.com Outside Legal Counsel: Nathaniel Bower,