Re: [EXT] Fwd: FW: Next draft of Lifeguard-TheKey agreement

From
Steve Koyanagi <skoyanagi@thekey.com>
To
Michael Shortt <mshortt@fasken.com>
CC
Timothy Thomas <tt@thekey.com>
Date
Thu, 10 Apr 2025 11:38:33 -0700
Folder
INBOX
--000000000000444297063270e5f9 Content-Type: multipart/alternative; boundary="000000000000444297063270e5f8" --000000000000444297063270e5f8 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim and I connected. Can you insert 4/15/25 as the deadline? We want to kick off that day. Are you able to shoot back another revision to their counsel asap? On Thu, Apr 10, 2025 at 10:49=E2=80=AFAM Michael Shortt wrote: > Good afternoon all, > > > > I have three small drafting edits, which are integrated into the attached > text and also described below, since if you=E2=80=99ve got a draft going,= it will > be easier to incorporate them by copy-pasting from this email rather than > going through the documents. Finally, I have a business point (below in > bold) for your consideration. > > > > At 4.2.12: The words =E2=80=9Cat least=E2=80=9D should be placed in fron= t of 97.5%. > > - We could also consider moving that sentence into the reps and > warranties section to make clear that it is separate from the obligati= on to > use reasonable means that is included in the prior sentence. But that = might > be too fiddly at this stage if our goal is to sign today. We can alway= s do > that in the next agreement. > > > > At 12.1.1 they re-introduced the sentence we agreed to delete (=E2=80=9Ci= n the > event of a breach of the warranty set forth in this Section, this shall b= e > TheKey=E2=80=99s sole and exclusive remedy.=E2=80=9D) It was probably an = accident, but it > needs to be deleted again. > > > > At Schedule A, add the following new bullets after your logo mark: > > =E2=80=A2The =E2=80=9CTheKey=E2=80=9D tradename and word mark. > > =E2=80=A2 LIVEWELL CARE MANAGEMENT word mark. > > > > *In schedule D, they say that their EMS escalation will only occur once > they put their service provider in place. Do we want to insert a deadline > by which this must be done? I realize this is just the test period, but I > would still want this to be done promptly, and right now there is no > deadline attached.* > > > > *Michael**=E2=80=8B**=E2=80=8B**=E2=80=8B**=E2=80=8B** Shortt* > > , MA, LLB, BCL > > Partner / Associ=C3=A9 > > *T **+1 514 397 5270 * > > | > > *mshortt@fasken.com * > > *Fasken Martineau DuMoulin LLP* > > > > *From:* Steve Koyanagi > *Sent:* April-09-25 7:51 PM > *To:* Michael Shortt ; Timothy Thomas > *Subject:* [EXT] Fwd: FW: Next draft of Lifeguard-TheKey agreement > > > > *{ATTENTION : Ce courriel provient de l'ext=C3=A9rieur de Fasken. Soyez p= rudent > avant de cliquer sur des liens ou d'ouvrir des pi=C3=A8ces jointes.}* > > Michael, can you do a final review? I will as well. > > > > ---------- Forwarded message --------- > From: *Nathanial Findlay* > Date: Wed, Apr 9, 2025 at 4:48=E2=80=AFPM > Subject: FW: Next draft of Lifeguard-TheKey agreement > To: skoyanagi@thekey.com , Timothy Thomas tt@thekey.com> > > > > Hi Tim and Steve , > > > > Enclosing the latest draft. > > Jyoti is asking =E2=80=93 who will be the s

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