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Contract analysis / seller-disclosure-schedules.docx
seller-disclosure-schedules.docx
High · 1
Medium · 2
Standard · 0
1. Defined Terms. Capitalized terms used but not otherwise defined in these Disclosure Sc
1. Defined Terms. Capitalized terms used but not otherwise defined in these Disclosure Schedules shall have the respective meanings ascribed to such terms in the Agreement. All references to "Sections" or "Articles" are references to Sections or Articles of the Agreement unless otherwise specified.
2. Corresponding Schedule Numbers. The section and subsection numbers of these Disclosure
2. Corresponding Schedule Numbers. The section and subsection numbers of these Disclosure Schedules correspond to the section and subsection numbers of the representations and warranties contained in Article III (Representations and Warranties of Sellers) of the Agreement. Each schedule is intended to qualify the correspondingly numbered representation or warranty (or covenant, as applicable) set forth in the Agreeme
3. Cross-Disclosure. The disclosure of any item, event, condition, or matter in any parti
3. Cross-Disclosure. The disclosure of any item, event, condition, or matter in any particular schedule of these Disclosure Schedules shall be deemed to be disclosed with respect to, and shall be deemed to qualify, each and every other schedule of these Disclosure Schedules to the extent that the relevance of such disclosure to such other schedule is reasonably apparent on the face of such disclosure, notwithstanding
4. No Admission of Materiality. The inclusion of any item, event, condition, or matter in
4. No Admission of Materiality. The inclusion of any item, event, condition, or matter in these Disclosure Schedules does not constitute an acknowledgment or admission by Sellers that such item is material to the Business, the Purchased Assets, or the Assumed Liabilities, or that the occurrence or existence of such item would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
5. Headings and Descriptions. The headings contained in these Disclosure Schedules are in
5. Headings and Descriptions. The headings contained in these Disclosure Schedules are included for reference and convenience only and shall not affect in any way the meaning or interpretation of these Disclosure Schedules or the Agreement. Brief descriptions or summaries of documents, agreements, or matters referenced in these Disclosure Schedules are provided for convenience only and are qualified in their entirety
6. Supplemental Information. Certain schedules reference supplemental materials made avai
6. Supplemental Information. Certain schedules reference supplemental materials made available in the virtual data room maintained by Sellers in connection with the transactions contemplated by the Agreement (the "Data Room"). All documents and information contained in the Data Room as of the date hereof are hereby incorporated by reference into these Disclosure Schedules to the extent relevant to any representation,
7. Confidentiality. These Disclosure Schedules contain confidential and proprietary infor
Medium
⚑ Confidentiality undertaking
7. Confidentiality. These Disclosure Schedules contain confidential and proprietary information of Sellers and the Business and are subject in all respects to the confidentiality provisions set forth in Section 5.3 of the Agreement. Buyer and its Representatives shall treat these Disclosure Schedules and the information contained herein with the same degree of care as is required under such confidentiality provisions
8. Update Obligations. These Disclosure Schedules are made as of the date of the Agreemen
8. Update Obligations. These Disclosure Schedules are made as of the date of the Agreement. Sellers reserve the right, to the extent permitted by Section 5.11 of the Agreement, to supplement or amend these Disclosure Schedules from time to time prior to the Closing in accordance with the terms and conditions set forth therein. ANNEX B — INDEX OF SCHEDULES SCHEDULE 3.1 ORGANIZATION AND QUALIFICATION 3.1(a) — Seller En
1. Cascade Retail Holdings Inc.
1. Cascade Retail Holdings Inc. • Entity Type: Corporation • Jurisdiction of Incorporation: State of Delaware • Date of Incorporation: April 17, 2003 • Employer Identification Number (EIN): 91-1847352 • Public Company Status: Publicly traded on the Nasdaq Stock Market LLC under the ticker symbol "CRHI" • Headquarters: 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119 • Delaware Registered Agent: Capitol
2. EverGreen Market Co. LLC
Medium
⚑ Assignment / subcontracting
2. EverGreen Market Co. LLC • Entity Type: Limited liability company • Jurisdiction of Organization: State of Delaware • Date of Organization: September 8, 2015 • Employer Identification Number (EIN): 93-2615488 • Ownership: Wholly owned subsidiary of Cascade Retail Holdings Inc. EverGreen is a single-member limited liability company; Cascade is the sole member. • Federal Tax Classification: Disregarded entity for fe
1. Oregon Liquor and Cannabis Commission (OLCC)
1. Oregon Liquor and Cannabis Commission (OLCC) Transfer applications are required for the liquor licenses held by EverGreen at each of the twenty-two (22) Oregon store locations. OLCC transfer applications have been prepared and will be filed promptly following the date hereof. Typical processing time for OLCC license transfers is approximately forty-five (45) to sixty (60) days. Sellers will cooperate with Buyer in
2. California Department of Alcoholic Beverage Control (ABC)
2. California Department of Alcoholic Beverage Control (ABC) Transfer applications are required for the ABC licenses held by EverGreen at each of the twelve (12) Northern California store locations. ABC person-to-person transfer applications (Form ABC-211) have been prepared. Typical processing time for ABC license transfers is approximately sixty (60) to ninety (90) days. Sellers will cooperate with Buyer in filing
3. Oregon Department of Agriculture
3. Oregon Department of Agriculture Food establishment license transfers or re-issuances are required for each of the twenty-two (22) Oregon stores and the distribution center located in Tualatin, Oregon (23 total). Applications will be filed with the Oregon Department of Agriculture, Food Safety Division, following the Closing. Typical processing time is approximately fifteen (15) to thirty (30) days.
4. California Department of Public Health
4. California Department of Public Health Food facility permit transfers are required for each of the twelve (12) Northern California stores. Applications will be filed with the applicable county environmental health department acting as the local enforcement agency for the California Department of Public Health. Typical processing time is approximately fifteen (15) to thirty (30) days.
5. Municipal Business Licenses
5. Municipal Business Licenses New or transferred municipal business licenses will be required in each municipality in which EverGreen operates a store or the distribution center. The number of affected municipalities is thirty (30) across Oregon and Northern California. These are ministerial filings that are typically processed within ten (10) to fifteen (15) business days.
6. Hart-Scott-Rodino Antitrust Improvements Act
High
⚑ Non-compete / exclusivity restraint
6. Hart-Scott-Rodino Antitrust Improvements Act An HSR filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is not required in connection with the transactions contemplated by the Agreement. The aggregate purchase price of $25,000,000 is below the applicable size-of-transaction filing threshold of $119.5 million for calendar year 2025, as adjusted by the Federal Trade Commission. Additio