B. Securities.
1. For each component of the Business, where applicable, please provide:
a. list of the current owners (including amounts) for each type, series and
class of security;
b. stockholder agreements and all other documents, if any, relating to any
such securities including, without limitation, the voting, purchase,
issuance or sale thereof; and
c. information on any 3rd parties who have any interest in any aspect of the
Business, which will survive the acquisition.
C. Indebtedness.
1. Schedule of indebtedness (including off balance sheet items), including amounts
currently outstanding, and all documentation relating thereto.
2. Loan agreements, indentures, revolving credit agreements, note purchase
agreements, notes, letters of credit or other evidences of indebtedness and all
related documents (including all amendments) concerning any debt financing.
3. Mortgages, security agreements, pledges, other evidences of liens, including any
such documents evidencing any lien, security interest, claim or other
encumbrance on the Business or any assets related to the conduct thereof.
4. Company and personal guarantees.
5. All other financing documents, such as sale and leasebacks, installments sales,
letters of credit, vendor financing programs and capital lease agreements related
to the Business.
6. Any other documents, business arrangements, or oral agreements that concern any
asset to be acquired.
130 EAST 59TH STREET • NEW YORK, NEW YORK 10022 • 212.759.2888 • INQUIRY@PALCAPITAL.COM
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F. Properties.
1. All documents, including title insurance policies, surveys, appraisals, structural
reports, etc. relating to real property owned or used by the Business in the conduct
of the Business (including easements and rights of way).
2. Environmental reviews, audits, studies or similar evaluations of compliance with
environmental laws or exposure to environmental liabilities, including details of
any environmental investigations or complaints relating to real property owned or
used by the Business in the conduct the Business.
3. List of all locations where any employees, consultants, managers, or assets
relating to the Business are located or from which the Business (or any portion of
the Business) is conducted, along with copies of all leases and non-disturbance
agreements (if any) related thereto.
4. Agreements for the construction or alteration of property, plant or material
equipment for real property used or to be used in the conduct of the Business.
5. Schedule and diagram of space currently occupied by the Business.
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G. Intellectual Property.
1. List of all trade names used in the Business.
2. List of all URLs, Internet domains, and proprietary software used by the
company. Please provide a detailed accounting of the ownership of such URLs,
Internet Domains, and software.
3. Please list all:
a. patents, trademarks, service marks, copyrights and other intellectual
property related to the Business;
b. applications and registrations for any of the foregoing; and
c. correspondence to or from examining authorities or other parties
regarding such registered intellectual property, applications and
registrations.
4. All documents, correspondence, memoranda, legal opinions, notes and other
papers analyzing or assessing the validity or scope of any intellectual property
related to the Business.
5. Correspondence or other documentation dealing with actual or alleged
infringement of patents, trademarks, copyrights, trade secrets or other intellectual
property rights related to the Business.
6. All documents, correspondence, memoranda, notes, legal opinions, and other
papers analyzing or assessing the Business’s or any entity related to the Business
freedom to make, use, sell, offer to sell, export or import any of the Business’
products or services.
7. All agreements relating to intellectual property rights, options to intellectual
property rights, licenses, or other interests in intellectual property related to the
Business.
8. Copies of all contracts with independent contractors who have worked on the
development of any of the Business’ products or services.
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I. Insurance.
1. Current insurance policies (such as property, general liability, product liability,
excess liability (umbrella), life, accident, indemnity, casualty and business
interruption) covering the Business and its assets, products and services, and a
schedule of any existing claims under any of the foregoing.
2. Any notices or other correspondence indicating termination of any coverages,
proposed increases in premiums, or the refusal to cover (or reservation of rights
with respect to) any claim against the Business related to any insurance policy
covering the Business or any of its assets, products or services.
3. Any claims under such policies relating to the assets to be acquired.
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J. Legal Matters.
1. Schedule of all threatened or pending litigation (including investigations,
prosecutions and other legal or governmental proceedings of any kind) involving
or related to the Business.
2. Litigation files, including pleadings, status, etc. for all matters related to the
Business during the past three years.
3. All letters or other correspondence related to the Business and threatening
litigation or similar proceedings.
4. Outstanding judgments, decrees, injunctions, consents, orders, etc. requiring
payment or limiting the Business, and all settlement agreements related to the
Business.
5. Description and listing of current reserves for litigation and other contingencies
related to the Business.