FR EA

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 / good-standing-certificates-request-memo.docx
good-standing-certificates-request-memo.docx
1038-00009 · 7 clauses
High · 0 Medium · 0 Standard · 2
1. Purpose and Background
1. Purpose and Background This memorandum is intended to serve as a formal request and comprehensive guide for the procurement of certificates of good standing (or, as applicable depending on the jurisdiction, certificates of existence or certificates of status) for NovaMart Global Inc. ("NovaMart" or the "Company" or "NMG") and each of its subsidiaries from every jurisdiction in which they are incorporated, formed,
2. NovaMart Global Inc. — Entity Details
2. NovaMart Global Inc. — Entity Details For your reference and to facilitate accurate ordering, set forth below are the key entity details for NovaMart Global Inc. as reflected in the corporate records reviewed during due diligence and confirmed in the SPA Disclosure Schedules: Full Legal Name: NovaMart Global Inc. Entity Type: Corporation (organized under the General Corporation Law of the State of Delaware) Jurisd
3. Jurisdictions Requiring Good Standing Certificates
3. Jurisdictions Requiring Good Standing Certificates 3.1 State of Incorporation NovaMart's state of incorporation is Delaware. A certificate of good standing from the Delaware Secretary of State, Division of Corporations, is the foundational certificate required for the Company and is specifically referenced in Section 7.2(d) of the SPA. Processing Notes: Delaware offers highly efficient processing for certificates
4. Ordering Instructions and Process Standard
⚑ Commercial term
4. Ordering Instructions and Process 4.1 Responsible Party for Ordering The primary responsibility for coordinating the ordering of all good standing certificates described in this memorandum is assigned to Tiffany Rosenthal of Calderwood & Harkness LLP. Tiffany will serve as the central point of contact for all certificate orders and will be responsible for tracking the status of each order through receipt and deliv
5. Delivery and Distribution
5. Delivery and Distribution Upon receipt, all good standing certificates — whether received in hard copy, electronic copy, or both — should be promptly delivered to Derek Okonkwo at Calderwood & Harkness LLP for inclusion in the closing deliverables binder. Each certificate should be reviewed upon receipt to confirm that: (i) it bears the correct legal name of the entity; (ii) it is issued by the correct filing auth
6. Summary Table — Master Certificate Request List
6. Summary Table — Master Certificate Request List The following consolidated table sets forth the complete list of good standing certificates to be obtained for NovaMart Global Inc. at the parent entity level, together with the applicable filing offices, certificate types, estimated processing times, target order dates, and current status. This table will be updated as orders are placed and certificates are received
7. Open Action Items Standard
⚑ Commercial term
7. Open Action Items The following action items must be completed in order to finalize the certificate ordering process and ensure timely delivery of all good standing certificates prior to the Closing Date. Responsible parties and target completion dates are indicated for each item. Action Item 1: Confirm Complete Subsidiary List Responsible Party: Tiffany Rosenthal Description: Contact Simone Adesanya at Calloway,