Contract analysis
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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
High · 1
Medium · 1
Standard · 1
1. Scope. The requests contained herein cover NovaMart Global Inc. and all of its direct
1. Scope. The requests contained herein cover NovaMart Global Inc. and all of its direct and indirect subsidiaries, whether domestic or foreign (collectively, the "Company"). All references to the "Company" in this Request List shall be understood to encompass NovaMart and each of its subsidiaries, unless otherwise expressly specified.
2. Time Period. Unless a different time period is specified in a particular request, all
2. Time Period. Unless a different time period is specified in a particular request, all documents should be provided for the Company and each subsidiary for the past five (5) fiscal years (fiscal years 2020 through 2024), or such shorter period as the applicable entity has been in existence or such document has been maintained by the Company.
3. Data Room. All responsive documents should be uploaded to the virtual data room (the "
3. Data Room. All responsive documents should be uploaded to the virtual data room (the "Data Room") established for purposes of this transaction in an organized folder structure corresponding to the numbered categories and sub-categories set forth below. Documents should be uploaded in their native format (e.g., Word, Excel, PDF) where available. Scanned documents should be provided in a searchable PDF format. Each
4. Definition of "Material." For purposes of this Request List, the term "Material" means
Standard
⚑ Commercial term
4. Definition of "Material." For purposes of this Request List, the term "Material" means any item involving amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) individually or Five Hundred Thousand Dollars ($500,000) in the aggregate, or any item that is otherwise material to the business, operations, financial condition, or prospects of the Company, unless a different threshold or standard is otherwi
5. Agreements and Contracts. All requests for "agreements," "contracts," or similar instr
Medium
⚑ Assignment / subcontracting
5. Agreements and Contracts. All requests for "agreements," "contracts," or similar instruments include all amendments, modifications, supplements, restatements, side letters, waivers, extensions, renewals, assignments, consents, and novations thereto, whether oral or written. To the extent any material oral agreements exist, please provide a written summary of the terms thereof.
6. Previously Provided Documents. To the extent any requested document has been previousl
6. Previously Provided Documents. To the extent any requested document has been previously provided to Cascade or its advisors, please identify the Data Room location (folder and document name) rather than re-uploading the document. A cross-reference index identifying previously uploaded documents and their responsive categories would be appreciated.
7. Privilege. Please identify any documents or categories of information that the Company
7. Privilege. Please identify any documents or categories of information that the Company believes are subject to attorney-client privilege, attorney work product protection, or any other applicable privilege or immunity from disclosure. For any such documents withheld on the basis of privilege, please provide a privilege log that identifies the document by date, author, recipient(s), general subject matter, and the
8. Contact Information. All questions regarding this Request List, including requests for
8. Contact Information. All questions regarding this Request List, including requests for clarification of any item, should be directed to: Derek Okonkwo Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Email: dokonkwo@calderwoodharkness.com Tiffany Rosenthal Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Email: trosenthal@calderwoodharkness.com
9. Competitively Sensitive Information. Certain requests contained in this Request List m
9. Competitively Sensitive Information. Certain requests contained in this Request List may call for information that constitutes competitively sensitive business information within the meaning of the Clean Team / Antitrust Protocol Agreement dated February 18, 2025 between Cascade and NovaMart (the "Clean Team Agreement"). All materials responsive to such requests should be designated as "Clean Team Materials — Comp
10. Supplementation. This Request List is a living document and may be supplemented or am
10. Supplementation. This Request List is a living document and may be supplemented or amended from time to time as the due diligence process progresses and as additional areas of inquiry are identified. The Company is requested to treat this Request List as an initial set of requests and to anticipate additional, follow-up requests in connection with the ongoing diligence process.
11. Confidentiality. All materials provided in response to this Request List, and this Re
High
⚑ Penalty / liquidated damages
11. Confidentiality. All materials provided in response to this Request List, and this Request List itself, are and shall remain subject to the Mutual Confidentiality and Non-Disclosure Agreement dated February 10, 2025 between Cascade Retail Holdings Inc. and NovaMart Global Inc. (the "Mutual NDA"). All recipients of this Request List and any materials provided in response hereto are reminded of their obligations un