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 / document-preservation-hold-notice.docx
document-preservation-hold-notice.docx
1006-00003 · 22 clauses
High · 3 Medium · 3 Standard · 2
I. Purpose and Directive Standard
⚑ Commercial term
I. Purpose and Directive This notice constitutes a formal document preservation and hold directive applicable to all work product, files, correspondence, electronic records, and any other materials of any kind related to Calderwood & Harkness Matter No. 1006-00003. Each team member named above is required to read this notice in its entirety, comply with the instructions set forth herein, and execute and return the ac
II. Background and Current Status Standard
⚑ Commercial term
II. Background and Current Status The following summary is provided to ensure that all team members have a common understanding of the matter's history, current posture, and the reasons for the issuance of this preservation notice. Engagement Origin. Crestline Packaging Solutions LLC is a portfolio company of Briarwood Capital Partners LP (Fund IV). In the spring of 2022, Briarwood and Crestline identified Allegheny
1. McKeesport Main Plant — Located in Allegheny County, Pennsylvania. This is ACC's princ
1. McKeesport Main Plant — Located in Allegheny County, Pennsylvania. This is ACC's principal manufacturing facility and the site of the most significant environmental concerns identified during diligence.
2. Charleroi Specialty Coatings Plant — Located in Washington County, Pennsylvania. This
2. Charleroi Specialty Coatings Plant — Located in Washington County, Pennsylvania. This facility is engaged in the manufacture of specialty industrial coatings.
3. Clarksburg Resin Blending Facility — Located in Harrison County, West Virginia. This i
3. Clarksburg Resin Blending Facility — Located in Harrison County, West Virginia. This is a leased facility used for resin blending and intermediate chemical processing.
4. Weirton Warehouse & Distribution Center — Located in Hancock County, West Virginia. Th High
⚑ Non-compete / exclusivity restraint
4. Weirton Warehouse & Distribution Center — Located in Hancock County, West Virginia. This is a leased warehouse and distribution facility situated on a former brownfield site. Deal Pause and Dormancy. Following the receipt and analysis of Phase II Environmental Site Assessment results for the McKeesport facility in October 2022, Crestline proposed a significant purchase price adjustment, including the establishment
III. Scope of Materials Subject to Preservation High
⚑ Indemnity / guarantee obligation
III. Scope of Materials Subject to Preservation The preservation obligation imposed by this notice extends to all documents, files, records, communications, work product, and other materials described in Subsections A through L below. This enumeration is intended to be comprehensive but should not be construed as exhaustive. If any team member possesses or is aware of any materials relating to Matter No. 1006-00003 t
I. Correspondence with Acquisition Lender — Commonwealth National Bank, N.A. Medium
⚑ Liability cap to check against exposure
I. Correspondence with Acquisition Lender — Commonwealth National Bank, N.A. Any and all communications with Commonwealth National Bank, N.A. relating to the environmental condition contained in the commitment letter, environmental diligence requirements, or any other environmental matters pertaining to the proposed acquisition must be preserved. This includes, without limitation, all communications with Victoria Che
IV. Preservation Obligations and Instructions
IV. Preservation Obligations and Instructions A. Immediate Actions Required Each team member must take the following actions promptly upon receipt of this notice:
1. Confirm Receipt. Each team member must immediately confirm receipt of this Document Pr
1. Confirm Receipt. Each team member must immediately confirm receipt of this Document Preservation and Hold Notice by sending an email to both Beatrice Holloway (bholloway@calderwoodharkness.com) and Simone Estrada (sestrada@calderwoodharkness.com) stating that the notice has been received and read in its entirety. Confirmations are due no later than 5:00 PM EST on November 7, 2022.
2. Secure Materials. Each team member must take affirmative steps to identify, locate, an
2. Secure Materials. Each team member must take affirmative steps to identify, locate, and secure all materials described in Section III that are within their custody, possession, or control. This includes reviewing email accounts, local file storage, desk files, and any other location where matter-related materials may be found. Any materials stored in locations outside of the firm's document management system (such
3. No Deletion or Destruction. No documents, files, communications, or other materials re
3. No Deletion or Destruction. No documents, files, communications, or other materials relating to Matter No. 1006-00003 may be deleted, destroyed, discarded, modified, overwritten, or removed from firm systems without prior written authorization from Beatrice Holloway or James Prentice. This prohibition applies regardless of whether the material in question is a final work product, a preliminary draft, internal comm
1. Notify Beatrice Holloway and Simone Estrada of the anticipated departure or transition
1. Notify Beatrice Holloway and Simone Estrada of the anticipated departure or transition;
2. Coordinate with the Records Management Department to ensure that all materials within
2. Coordinate with the Records Management Department to ensure that all materials within that individual's custody, possession, or control are properly identified, transferred, and preserved; and
3. Confirm in writing that all matter-related materials have been accounted for and turne
3. Confirm in writing that all matter-related materials have been accounted for and turned over. No departing or transitioning team member may delete, remove, or destroy any materials relating to Matter No. 1006-00003 in connection with their departure or transition without prior written authorization from the undersigned.
V. Duration of Hold
V. Duration of Hold This document preservation hold remains in effect indefinitely until one of the following events occurs:
1. Matter Resumed. The matter is formally resumed, at which time a new directive will be Medium
⚑ Assignment / subcontracting
1. Matter Resumed. The matter is formally resumed, at which time a new directive will be issued regarding ongoing document management, work product handling, and team assignments for the reactivated engagement.
2. Matter Formally Closed. The matter is formally closed, at which time a separate record
2. Matter Formally Closed. The matter is formally closed, at which time a separate records retention directive will be issued specifying the applicable retention period for closed-matter files in accordance with Calderwood & Harkness's Records Retention Policy and any applicable professional responsibility requirements under the Ohio Rules of Professional Conduct and the rules of any other relevant jurisdiction.
3. Superseding Notice. A superseding written notice is issued by Beatrice Holloway or Jam High
⚑ Non-compete / exclusivity restraint
3. Superseding Notice. A superseding written notice is issued by Beatrice Holloway or James Prentice modifying, narrowing, or releasing this hold in whole or in part. No team member may assume that this hold has been lifted, modified, or released based on the passage of time alone, the expiration of the exclusivity period, or the informal termination of the proposed transaction. An affirmative written release from Be
VI. Contact for Questions
VI. Contact for Questions Any questions regarding the scope, application, interpretation, or implementation of this Document Preservation and Hold Notice should be directed to one of the following individuals: Beatrice Holloway, Partner Calderwood & Harkness LLP Direct: (216) 555-4218 Email: bholloway@calderwoodharkness.com (Questions regarding substantive scope, legal issues, or client matters) James Prentice, Partn
VII. Acknowledgment
VII. Acknowledgment Each team member identified below is required to sign and return this acknowledgment confirming receipt and understanding of this Document Preservation and Hold Notice. Signed acknowledgments should be returned to Simone Estrada by email (scanned copy) or in person no later than 5:00 PM EST on November 11, 2022. By signing below, I acknowledge that I have received and read the foregoing Document P
VIII. Distribution Medium
⚑ Confidentiality undertaking
VIII. Distribution This Document Preservation and Hold Notice shall be distributed as follows: • Original — Filed in the firm's records for Matter No. 1006-00003 • Copy — Provided to each team member identified above (James Prentice, Harrison Caldwell, Grace Nakamura, Rafael Dominguez, and Simone Estrada) • Copy — Provided to the Calderwood & Harkness Records Management Department for implementation of electronic and