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Contract analysis / 10b-5-disclosure-letter.docx
10b-5-disclosure-letter.docx
1016-00003 · 6 clauses
High · 0 Medium · 2 Standard · 2
1. Introduction and Scope Standard
⚑ Commercial term
1. Introduction and Scope We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), in connection with the offering and sale of $850,000,000 aggregate principal amount
2. Documents Reviewed and Procedures Undertaken
2. Documents Reviewed and Procedures Undertaken In connection with rendering the negative assurance set forth in Section 4 below, we have reviewed the following documents and have undertaken the following procedures: (a) We have reviewed the Final Offering Memorandum dated May 14, 2025, including all exhibits, annexes, and supplements thereto, and the Preliminary Offering Memorandum dated April 28, 2025, including al
3. Limitations and Qualifications Medium
⚑ Forum / governing law
3. Limitations and Qualifications The negative assurance set forth in Section 4 below is subject to the following limitations and qualifications: (a) Professional Limitations. Calderwood & Harkness LLP is a law firm engaged in the practice of law. We are not registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or under the securities laws of any state or other juri
4. Negative Assurance Statement Standard
⚑ Commercial term
4. Negative Assurance Statement Based on our participation in the preparation of the Final Offering Memorandum, including the review of the documents and records and participation in the discussions described in Section 2 above, and subject to the limitations and qualifications set forth in Section 3 above, and in reliance upon the assumptions stated herein, nothing has come to our attention that causes us to believe
5. Reliance and Benefit
5. Reliance and Benefit This letter is furnished solely for the benefit of the Initial Purchasers — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the offering and sale of the Notes pursuant to the Purchase Agreement, and solely in their capacities as Initial Purchasers thereunder. This letter is delivered to the Initial Purchasers in satisfaction of the conditi
6. No Continuing Obligation Medium
⚑ Forum / governing law
6. No Continuing Obligation Calderwood & Harkness LLP assumes no obligation to update, supplement, revise, or reaffirm this letter to reflect any facts, circumstances, events, or developments that may hereafter come to our attention, or any changes in applicable law, regulation, or interpretation thereof that may occur after the date hereof, regardless of whether any such facts, circumstances, events, developments, o