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 / redline-gp-markup-first-draft.docx
redline-gp-markup-first-draft.docx
High · 0
Medium · 4
Standard · 1
I. EXECUTIVE SUMMARY
Medium
⚑ Confidentiality undertaking
I. EXECUTIVE SUMMARY Ashford Crane returned the GP markup on March 4, 2024 — four business days after C&H transmitted the first complete draft side letter on February 28, 2024. The GP accepted the overall structure of the side letter (13 sections plus two exhibits) and did not propose deleting any entire section; however, the GP made substantive modifications to several key provisions, particularly regarding MFN scop
II. SECTION-BY-SECTION REDLINE ANALYSIS
Medium
⚑ Notice / time limit to track
II. SECTION-BY-SECTION REDLINE ANALYSIS The redlined side letter follows below. ---] PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT SIDE LETTER February 28, 2024 This SIDE LETTER (this "Side Letter") is entered into as of February 28, 2024, by and among: MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P., a Delaware limited partnership (EIN 92-1684537; Delaware Limited Partnership Certificate Number LP-2023-08841), with i
1. Description of Elected Term: [Insert detailed description of the MFN-Eligible Term bei
1. Description of Elected Term: [Insert detailed description of the MFN-Eligible Term being elected, including the applicable rate, threshold, condition, or other material parameter.]
2. Description of Elected Term: [Insert detailed description of any additional MFN-Eligib
Medium
⚑ Liability cap to check against exposure
2. Description of Elected Term: [Insert detailed description of any additional MFN-Eligible Term being elected.] 3. [Add additional items as applicable.] The Investor requests that the General Partner confirm in writing the effectiveness of the foregoing election(s) and the corresponding modifications to the Investor's rights and obligations under the Side Letter and the Partnership Agreement. This MFN Election Notic
2. The Partnership Agreement section cross-references in Section 4.1 (management fee prov
Standard
⚑ Commercial term
2. The Partnership Agreement section cross-references in Section 4.1 (management fee provisions) require insertion of the specific section number from the LPA upon confirmation by the Parties.
3. The gaming revenue threshold in Section 3.1(b) (currently set at 25%) is a placeholder
3. The gaming revenue threshold in Section 3.1(b) (currently set at 25%) is a placeholder and may be subject to negotiation.
5. This draft was prepared by Calderwood & Harkness LLP on behalf of the Investor (Briarw
Medium
⚑ Notice / time limit to track
5. This draft was prepared by Calderwood & Harkness LLP on behalf of the Investor (Briarwood Family Office LLC). Ashford Crane & Hewitt LLP represents the Fund and the General Partner. END OF DRAFTING NOTES ______________________________ 1 2 3 Date: | March 5, 2024 To: | Pamela Cross, Partner, Calderwood & Harkness LLP From: | Theresa Kim, Lead Associate, Calderwood & Harkness LLP CC: | Owen Fischer, Associate, Calde