Three issues remain open.
Everything else in Draft 4 is agreed, and none of the three moves the price.
Seven of ten sections are agreed. Three need a call.
None of the three moves the price.
Agreed in Draft 4: §2 Price · §4 Closing conditions · §5 Reps and warranties · §8 Escrow · §10 Non-compete.
Right of first refusal
Survives termination for three years in their draft.
Termination for cause
Adds an undefined underperformance trigger.
Indemnity basket cap
$1.5M apart with different mechanics.
They want the right of first refusal to survive three years past termination.
Nothing else in §7.4 is in dispute.
Should the right of first refusal outlive the agreement?
Our draft ends it at termination. Theirs runs it three more years.
Draft 4 redline, §7.4(c), received August 18.
Their draft adds an undefined “material underperformance” trigger.
Cause already means fraud, a material breach of §10, or a felony conviction.
What counts as cause?
Three defined triggers, and one new phrase that is defined nowhere.
Cause means fraud, a material breach of Section 10, or a felony conviction. Draft 4 adds a fourth trigger, material underperformance, and defines it nowhere in the agreement. We asked for it to be struck or defined.
Draft 4, §9.1, received August 18.
We are $1.5M apart on the cap, and the mechanics differ.
Ours is a deductible. Theirs tips.
The basket: a $2.0M deductible or a $3.5M tipping basket?
The number and the mechanic are both open.
Draft 4, §11.2, and the August 19 issues memo.
Three calls to make before Thursday.
Pick one line under each point. Your choice saves in this file.
Pick a position on each point.
Thursday’s call needs all three.
§7.4 · right of first refusal
How long should the right of first refusal last?
§9.1 · termination for cause
What happens to “material underperformance”?
§11.2 · indemnity basket cap
Where does the basket land?
Thursday’s call sets the positions. Draft 5 follows.
Signing is targeted for September 1.
Four dates to signing.
The call is the only one that needs you.
Draft 4 received
August 18. Three points open.
Call with Halloway
August 20. Meridian’s positions on all three.
Draft 5 to Halloway
August 25. Reflects the call.
Target signing
September 1, if Draft 5 closes the three.
Issues memo to Meridian, August 19.