Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / good-standing-request-letters.docx
good-standing-request-letters.docx
High · 0
Medium · 1
Standard · 2
1. Verimark Hospitality Group Inc.
1. Verimark Hospitality Group Inc. Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7291843 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
2. Verimark Resort Properties LLC
2. Verimark Resort Properties LLC Entity Type: Limited Liability Company State of Organization: Delaware Delaware File Number: 7304217 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
3. VHG Management Services Inc.
3. VHG Management Services Inc. Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7318562 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
4. Verimark Convention Holdings LLC
4. Verimark Convention Holdings LLC Entity Type: Limited Liability Company State of Organization: Delaware Delaware File Number: 7325890 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
5. Cascadia Hospitality Corp.
Standard
⚑ Commercial term
5. Cascadia Hospitality Corp. Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7341076 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801 Processing and Delivery Instructions We respectfully request expedited 24-hour processing for each of the five certificates of good standing identified above. Each certificate should be issued as of a date no ea
1. Palmetto Beachfront Hotels LLC
Standard
⚑ Commercial term
1. Palmetto Beachfront Hotels LLC Entity Type: Limited Liability Company State of Organization: Florida Florida Document Number: L22000148376 Principal Office Address: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 Registered Agent: National Registered Agents Inc., 100 South Ashley Drive, Suite 400, Tampa, FL 33602 Palmetto Beachfront Hotels LLC is a wholly owned subsidiary of Verimark Hospitality Gro
2. Guarantor Identification. The following entities constitute the Guarantors under the Cr
2. Guarantor Identification. The following entities constitute the Guarantors under the Credit Agreement: (i) Verimark Resort Properties LLC, (ii) VHG Management Services Inc., (iii) Verimark Convention Holdings LLC, (iv) Palmetto Beachfront Hotels LLC, and (v) Cascadia Hospitality Corp. Each Guarantor is a direct or indirect wholly owned subsidiary of Verimark Hospitality Group Inc.
3. Conditions Precedent. Certificates of good standing for the Borrower and each Guarantor
3. Conditions Precedent. Certificates of good standing for the Borrower and each Guarantor in their respective jurisdictions of organization are a condition precedent to the closing of the Credit Agreement and the initial funding of the Term Loan B facility. These certificates will be attached as exhibits to the Omnibus Secretary's Certificate dated July 21, 2022, to be executed by Priya Narayanan, General Counsel an
4. Distribution Upon Receipt. Upon receipt of each certificate of good standing, the follo
4. Distribution Upon Receipt. Upon receipt of each certificate of good standing, the following distribution protocol shall be observed: (a) Originals of all certificates shall be provided to Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP, for inclusion in the closing binder. (b) Copies of all certificates shall be circulated promptly to the following parties: (i) Whitfield Gage & Partridge LLP (Harrison W
5. Foreign Qualification Certificates. To the extent that certificates of authorization or
5. Foreign Qualification Certificates. To the extent that certificates of authorization or foreign qualification are required under the conditions precedent of the Credit Agreement for any of the Delaware-organized entities registered to do business in Florida or other jurisdictions, separate requests will be submitted. Such requests are not covered by the letters attached hereto and will be tracked separately on the
6. Cross-Reference to Master Closing Checklist. The good standing certificates referenced
6. Cross-Reference to Master Closing Checklist. The good standing certificates referenced herein correspond to the following items on the Master Closing Checklist for the Refinancing (item numbers to be inserted upon finalization of the checklist): • Checklist Item No. __: Certificate of Good Standing — Borrower (jurisdiction of organization) • Checklist Item No. __: Certificates of Good Standing — Guarantors (jurisd
7. Status Updates. This tracking table will be updated by Daniel Obi as certificates are r
Medium
⚑ Confidentiality undertaking
7. Status Updates. This tracking table will be updated by Daniel Obi as certificates are received. Any delays or issues in processing will be escalated to Sophie Tremblay immediately. The table will be circulated in updated form to the deal team on a daily basis until all certificates have been received and confirmed. CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP | Engagement No. 1016-00