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Contract analysis

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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
1022-00006 · 8 clauses
High · 1 Medium · 0 Standard · 0
1. Time Period. Unless otherwise specified with respect to a particular request, all docum
1. Time Period. Unless otherwise specified with respect to a particular request, all documents and information should cover the period from the Company's founding in 2011 through the date of production. Where a specific lookback period is identified for a particular request (e.g., "past three fiscal years" or "past five years"), that shorter period shall govern for that request item only.
2. Completeness of Production. All documents produced should include, without limitation,
2. Completeness of Production. All documents produced should include, without limitation, all amendments, supplements, restatements, modifications, waivers, side letters, exhibits, schedules, and ancillary agreements related thereto. Where a document has been amended or restated, both the original and all subsequent versions should be produced.
3. Ongoing Supplementation Obligation. The Company and WKB are requested to supplement the
3. Ongoing Supplementation Obligation. The Company and WKB are requested to supplement the production on a rolling basis as new documents or information become available. This obligation to supplement shall continue through and including the date of signing of the definitive merger agreement (currently targeted for April 7, 2025) and through the anticipated closing of the Transaction (currently estimated for August 2
4. Privilege Logs. To the extent any documents responsive to this Request List are withhel
4. Privilege Logs. To the extent any documents responsive to this Request List are withheld on the basis of attorney-client privilege, work product protection, or any other applicable privilege or protection, we request that the Company prepare and produce a privilege log identifying each withheld document with sufficient specificity to permit assessment of the privilege claim, including: (a) the date of the document
5. Index and Schedule Format. For certain categories of requests, particularly those relat
5. Index and Schedule Format. For certain categories of requests, particularly those relating to contracts, litigation, real property, and intellectual property, we request that the Company prepare and produce an index or schedule in spreadsheet format (Microsoft Excel or comparable) that identifies and summarizes each responsive item and cross-references it to the corresponding uploaded document in the Data Room. De
6. Third-Party and Subsidiary Documents. Where any request calls for documents or informat
6. Third-Party and Subsidiary Documents. Where any request calls for documents or information relating to the Company's subsidiaries, affiliates, joint ventures, or minority interests, such documents and information should be produced to the same extent as documents and information relating to the Company itself, unless otherwise noted.
7. Definitions. Capitalized terms used throughout this Request List and not otherwise defi
7. Definitions. Capitalized terms used throughout this Request List and not otherwise defined herein shall have the meanings ascribed to them in Appendix B (Defined Terms).
8. Contact Information. All questions regarding this Request List, including requests for High
⚑ Penalty / liquidated damages
8. Contact Information. All questions regarding this Request List, including requests for clarification, should be directed to: Andrew Fitzpatrick, Lead Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4000 Email: afitzpatrick@calderwoodharkness.com Naomi Petersen, Working Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 1002