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Contract analysis / letter-to-bsp-disclosure-schedule-comments.docx
letter-to-bsp-disclosure-schedule-comments.docx
High · 3
Medium · 1
Standard · 1
I. General Observations Regarding Disclosure Schedule Completeness
Medium
⚑ Notice / time limit to track
I. General Observations Regarding Disclosure Schedule Completeness At the outset, we have several overarching observations regarding the disclosure schedules as currently drafted that apply across multiple sections. Updating Obligation. We request that all schedules be updated to reflect information through a date no earlier than five (5) business days prior to the execution of the EPA. As currently drafted, a number
II. Schedule-by-Schedule Comments
High
⚑ Non-compete / exclusivity restraint
II. Schedule-by-Schedule Comments We turn now to our comments on specific disclosure schedules. The absence of a comment on any particular schedule should not be construed as acceptance of the current form of that schedule, and Ironside expressly reserves the right to provide additional comments following review of any updated schedules. A. Schedule 3.1 — Organization and Good Standing We request confirmation that Ca
I. Schedule 3.13 — Employee Matters and Benefits
High
⚑ Indemnity / guarantee obligation
I. Schedule 3.13 — Employee Matters and Benefits We request that Schedule 3.13 be supplemented as follows: Employment Agreements. We request complete disclosure of all employment agreements, offer letters, and compensation arrangements for senior management of Cascadia and its subsidiaries, including without limitation the agreements with Jonathan M. Weir (Chief Executive Officer) and Sandra K. Llewellyn (Chief Finan
III. Comments on Disclosure Standards and Qualifications
Standard
⚑ Commercial term
III. Comments on Disclosure Standards and Qualifications In addition to the schedule-by-schedule comments set forth above, we have several comments regarding the disclosure standards and qualifications employed in the schedules as currently drafted. Materiality Scrapes. We object to the use of unqualified materiality scrapes in certain disclosure schedules. As currently drafted, several schedules purport to disclose
IV. Process and Timing Requests
High
⚑ Indemnity / guarantee obligation
IV. Process and Timing Requests In light of the targeted EPA execution date of September 15, 2022, we respectfully make the following requests regarding process and timing: Updated Schedules. We request that updated disclosure schedules, reflecting the comments in this letter (and any additional comments from Fund IV's counsel), be circulated to all transaction counsel no later than September 13, 2022 — that is, no f
V. Closing
V. Closing We appreciate your cooperation and responsiveness throughout this process, and we recognize the considerable effort that has gone into the preparation of the draft disclosure schedules. The comments in this letter are offered in a constructive spirit and are intended to ensure that the disclosure schedules, as finalized, provide the level of completeness and specificity that Ironside requires in connection