Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / memo-cedarpoint-counter-redline-may19.docx
memo-cedarpoint-counter-redline-may19.docx
Parties
Harkness LLP
Northgate Telecommunications PLC
Morrow LLP
Sterling Reach Corp
Dates
May 22, 2023
May 19, 2023
May 5, 2023
June 1, 2023
March 14, 2023
March 10, 2023
April 3, 2023
April 21, 2023
April 24, 2023
April 27, 2023
Amounts
$30,000,000
$22,500,000
$7,500,000
$3,150,000
$1,575,000
$75,000,000
$15,000,000
$25,000,000
$50,000,000
$20,000,000
Obligations
• Prospective adjustment timeline: Cedarpoint must prospectively adjust Northgate's pricing to match the lower rate within 30 calendar days of the confirmed violation
Cedarpoint's Position: Reduction from 200% to 150% of Trailing 12-Month Fees Section 11 of the MSA establishes a mutual indemnification framework under which each party agrees to indemnify, defend, and hold harmless the other party from and against certain categories of third-party claims and losses
Cedarpoint has not proposed changes to any of the other elements of the change of control framework, all of which remain as drafted in our second draft: • Advance notice: Cedarpoint is required to provide Northgate with 90 calendar days' advance written notice of any anticipated change of control event
Cedarpoint has accepted the anti-assignment provision, confirming that any attempted assignment of the MSA by either party without the prior written consent of the other party shall be void and of no force or effect