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Contract analysis / letter-bower-to-loring-termination-acknowledgment.docx
letter-bower-to-loring-termination-acknowledgment.docx
1017-00002 · 13 clauses
High · 2 Medium · 4 Standard · 1
I. Acknowledgment of Termination Notice
I. Acknowledgment of Termination Notice I write in my capacity as Responsible Partner for the above-referenced engagement to acknowledge and respond to the Board of Directors' written notification, dated June 21, 2024, informing Calderwood & Harkness LLP that the firm's engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") is to be terminat
II. Recitation of Engagement Terms Medium
⚑ Confidentiality undertaking
II. Recitation of Engagement Terms For the sake of completeness and to ensure mutual clarity with respect to the governing terms, we briefly recite the history and scope of the engagement being terminated. Calderwood & Harkness was initially retained by the Board of Directors of AGMG pursuant to an engagement letter dated March 12, 2024 (the "Original Engagement Letter"), under which the firm was engaged as independe
III. Effective Date and Cessation of Active Work High
⚑ Non-compete / exclusivity restraint
III. Effective Date and Cessation of Active Work We confirm that the engagement will terminate effective as of the close of business (Eastern Time) on July 8, 2024, as specified in the Board's June 21, 2024 notice. Calderwood & Harkness will cease all active legal work on behalf of AGMG and the Board as of that date and time. During the intervening period between the date of this letter (June 25, 2024) and the termin
IV. Transition Procedures and Final Deliverables
IV. Transition Procedures and Final Deliverables A. Final Work Product Package To facilitate a complete and orderly transition to successor counsel, Calderwood & Harkness will prepare and deliver to the Board, on or before July 1, 2024, a comprehensive package of final deliverables (the "Final Deliverables Package"). The Final Deliverables Package will consist of the following components:
1. Transition Memorandum. A comprehensive narrative summary of all legal advice rendered b
1. Transition Memorandum. A comprehensive narrative summary of all legal advice rendered by Calderwood & Harkness during the engagement period (March 12, 2024 through July 8, 2024), organized by subject matter and presented in chronological order. The Transition Memorandum will catalog all pending issues and open matters as of the termination date and will include the firm's recommendations regarding priorities, risk
2. Privilege Log. A final, updated privilege log listing all documents withheld from the b
2. Privilege Log. A final, updated privilege log listing all documents withheld from the books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to Section 220 of the Delaware General Corporation Law. The privilege log will identify each withheld document by date, author, recipient(s), subject matter description, and the specific privilege basis (attorney-client privilege, attor
3. Index of Work Product. A complete chronological index of all memoranda, draft board res
3. Index of Work Product. A complete chronological index of all memoranda, draft board resolutions, correspondence (both external and intra-Board), presentations, and other deliverables prepared by Calderwood & Harkness during the engagement. Each entry will be identified by date, title or description, author, and intended recipient(s). The Index of Work Product is intended to serve as a comprehensive catalog of the
4. Status Memorandum: Open and Unresolved Issues. A detailed memorandum identifying all pe High
⚑ Indemnity / guarantee obligation
4. Status Memorandum: Open and Unresolved Issues. A detailed memorandum identifying all pending matters that, in the firm's professional judgment, require attention by successor counsel following the termination of this engagement. Without limitation, the Status Memorandum will address the following matters: (a) DGCL § 220 Books-and-Records Demand. The current status of the books-and-records demand served by Corvus P
V. Final Billing and Outstanding Fees Standard
⚑ Commercial term
V. Final Billing and Outstanding Fees Calderwood & Harkness will prepare and submit a final invoice on or about July 8, 2024, reflecting all professional fees and disbursements incurred through the termination date. The invoice will be itemized by timekeeper and will include supporting detail regarding expenses, consistent with the billing format used throughout the engagement. For reference, the billing rates applic
VI. Attorney-Client Privilege and Confidentiality Medium
⚑ Confidentiality undertaking
VI. Attorney-Client Privilege and Confidentiality We wish to underscore several important points regarding the preservation of attorney-client privilege and the confidentiality of information generated or exchanged during this engagement. All work product prepared by Calderwood & Harkness during the engagement — including memoranda, draft resolutions, correspondence, research analyses, and other written materials — i
VII. Continuing Obligations of the Firm Medium
⚑ Confidentiality undertaking
VII. Continuing Obligations of the Firm Notwithstanding the termination of this engagement, Calderwood & Harkness remains bound by certain continuing professional obligations to the Board that we wish to acknowledge expressly. First, as noted above, the firm's duty of confidentiality with respect to all information obtained during the engagement survives termination and will be observed by all members of the engageme
VIII. Expression of Appreciation Medium
⚑ Assignment / subcontracting
VIII. Expression of Appreciation On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the Board's confidence in retaining the firm during what has been a complex and consequential governance matter. It was a privilege to advise the Board during a particularly challenging period for the Company — one involving the CEO succession following Marcus Vane's resignati
IX. Closing
IX. Closing Should you have any questions regarding the transition procedures described in this letter, the Final Deliverables Package, or any other matter related to the wind-down of this engagement, please do not hesitate to contact me directly at the number or email address below, or to contact my partner Colette Whitman, who will also remain available to assist during the transition period. We look forward to ens