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Contract analysis / closing-checklist-mdla-working-draft.xlsx
closing-checklist-mdla-working-draft.xlsx
1025-00008 · 9 clauses
High · 0 Medium · 1 Standard · 2
I. PRINCIPAL TRANSACTION AGREEMENTS Standard
⚑ Commercial term
I. PRINCIPAL TRANSACTION AGREEMENTS 1.1 | Master Data License Agreement (MDLA) — Execution Version | Five-year enterprise data-licensing agreement between Quorum Insurance Holdings Corp. (Licensee) and Meridian Credit intelligence, Inc. (Licensor); total deal value $60,000,000 over the initial term ($10,800,000 Year 1; $12,300,000/year Years 2–5). Governed by New York law. | Both Parties | Wendy Schultz / Omar Siddiq
II. CORPORATE AUTHORIZATIONS — QUORUM
II. CORPORATE AUTHORIZATIONS — QUORUM 2.1 | Quorum Board Resolution — Authorizing Execution of MDLA | Resolution of the Board of Directors of Quorum Insurance Holdings Corp. (Harrison Kimble, Chair) authorizing execution and delivery of the MDLA and related ancillary documents and designating authorized signatories. | Quorum | Marcus Weill | N/A | Pending — Draft prepared for future use; board action deferred pending
III. CORPORATE AUTHORIZATIONS — MERIDIAN
III. CORPORATE AUTHORIZATIONS — MERIDIAN 3.1 | Meridian Board / Corporate Authorization | Evidence of corporate authorization by Meridian Credit intelligence, Inc. (Georgia corporation; GA Control No. 22049371) to enter into the MDLA and related agreements. May require Breckenridge Capital Partners Fund IV, L.P. (62.5% owner) consent given governance arrangements. | Meridian | N/A (to be confirmed by KP&A) | Graham W
IV. LENDER CONSENT — STANDISH NATIONAL BANK
IV. LENDER CONSENT — STANDISH NATIONAL BANK 4.1 | Lender Consent Request Letter — Quorum to Standish National Bank, N.A. | Letter from Quorum to Philip Yardley (Relationship Manager) at Standish National Bank, N.A. (280 Congress Street, Boston, MA 02210), requesting consent under Section 7.12(b) of the Amended and Restated Credit Agreement dated June 15, 2021, for entry into the $60,000,000 MDLA. The $60M license val
V. INSURANCE CERTIFICATES
V. INSURANCE CERTIFICATES 5.1 | Certificate of Insurance — Quorum (CGL) | Evidence of Quorum's commercial general liability coverage meeting MDLA minimum of $5,000,000 per occurrence. | Quorum | Marcus Weill | N/A | Pending 5.2 | Certificate of Insurance — Quorum (Cyber Liability) | Evidence of Quorum's cyber liability coverage meeting MDLA minimum of $50,000,000 aggregate. | Quorum | Marcus Weill | N/A | Pending 5.3
VI. SECURITY & COMPLIANCE CERTIFICATIONS
VI. SECURITY & COMPLIANCE CERTIFICATIONS 6.1 | Meridian SOC 2 Type II Report (Current) | Current SOC 2 Type II report for Meridian Credit intelligence, Inc. Most recent report issued by Galloway Nash LLP, period ending March 31, 2023. | Meridian | David Cartwright | Nina Chastain (Kessler Pruitt & Ashe LLP) | Pending — To be updated to cover period closer to closing date | Meridian also required to maintain ISO 27001
VII. CLOSING CERTIFICATES & DELIVERABLES
VII. CLOSING CERTIFICATES & DELIVERABLES 7.1 | Bring-Down Certificate — Quorum | Certificate executed by authorized officer of Quorum certifying that representations and warranties remain true and correct as of closing date and no material adverse change has occurred since date of MDLA. | Quorum | Marcus Weill | N/A | Pending — Template prepared 7.2 | Bring-Down Certificate — Meridian | Certificate executed by author
VIII. PAYMENT / FINANCIAL DELIVERABLES Standard
⚑ Commercial term
VIII. PAYMENT / FINANCIAL DELIVERABLES 8.1 | Implementation Fee Payment | One-time implementation/integration fee of $1,500,000 payable by Quorum to Meridian (outside the $60M license value); billed separately. | Quorum | Marcus Weill | N/A | Pending | Payment due upon execution of MDLA (per draft terms). 8.2 | Year 1 / Q1 License Fee Payment | First quarterly installment of Year 1 license fee: $2,700,000 ($10,800,00
IX. MISCELLANEOUS Medium
⚑ Confidentiality undertaking
IX. MISCELLANEOUS 9.1 | Good Standing Certificate — Quorum (Delaware) | Certificate of good standing for Quorum Insurance Holdings Corp. from the Delaware Secretary of State (DE Entity File No. 7234819). | Quorum | Marcus Weill | N/A | Pending 9.2 | Good Standing Certificate — Meridian (Georgia) | Certificate of good standing for Meridian Credit intelligence, Inc. from the Georgia Secretary of State (GA Control No. 2