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Contract analysis

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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
1011-00005 · 7 clauses
High · 1 Medium · 1 Standard · 0
1. Virtual Data Room. All documents responsive to the requests below should be uploaded t
1. Virtual Data Room. All documents responsive to the requests below should be uploaded to the Pemberton Systems virtual data room established for this transaction under Project Code BHE-CleanLeaf-2022. Access credentials for Seller's counsel and representatives will be provided separately by Calderwood & Harkness LLP. Documents should be organized in folders corresponding to the numbered categories below (e.g., "Cat
2. Format of Documents. Where a request calls for "copies," both executed and/or final ve
2. Format of Documents. Where a request calls for "copies," both executed and/or final versions and any material amendments, supplements, extensions, renewals, waivers, consents, or side letters related thereto should be provided. Documents should be provided in searchable PDF format where possible. Native-format files (e.g., Excel spreadsheets) are preferred for financial data and schedules.
3. Non-Existent or Unavailable Documents. Please indicate affirmatively if any requested Medium
⚑ Confidentiality undertaking
3. Non-Existent or Unavailable Documents. Please indicate affirmatively if any requested document (a) does not exist, (b) is not in the Seller's possession, custody, or control, (c) has been lost or destroyed, or (d) is subject to attorney-client privilege, work product protection, or other confidentiality restrictions that would limit production. For privileged documents, please provide a privilege log with sufficie
4. Supplemental Requests. This Request List is not intended to be exhaustive. Supplementa
4. Supplemental Requests. This Request List is not intended to be exhaustive. Supplemental requests may follow as the diligence process progresses and as Buyer and its advisors review the materials produced. Buyer expressly reserves the right to submit additional or follow-up requests based on matters identified during the review of materials produced in response to this Request List.
5. Definitions. References to "the Company" or "Briarwood" mean Briarwood Home Essentials
5. Definitions. References to "the Company" or "Briarwood" mean Briarwood Home Essentials, Inc., an Ohio corporation. References to "the Acquired Business" mean the CleanLeaf and PureHaven product lines and all assets, contracts, employees, intellectual property, permits, and operations associated therewith, as contemplated by the LOI. References to "FY" followed by a year designate the fiscal year ended December 31
6. Advisors. The parties' respective financial and accounting advisors in connection with
6. Advisors. The parties' respective financial and accounting advisors in connection with this transaction are as follows: • Seller's Financial Advisor: Greystone Hobbs & Co. (Philip Tran, Managing Director) • Seller's Auditor: Hargrove & Linton, P.C. (Daniel Yee, Engagement Partner) • Buyer's Financial Advisor: Wavecrest Partners LLC (Steven Marchetti, Lead Managing Director; Lena Kowalski, Vice President) • Buyer's
7. Timing. We request that initial document production commence promptly, with a target o High
⚑ Penalty / liquidated damages
7. Timing. We request that initial document production commence promptly, with a target of providing substantially complete responses within fifteen (15) business days of the date hereof, to the extent practicable. We understand that certain items may require additional time to compile, and we are happy to discuss prioritization and sequencing with Seller's counsel. CATEGORY I: CORPORATE AND ORGANIZATIONAL 1.1. Certi