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Contract analysis / letter-escrow-instructions-to-aftc.docx
letter-escrow-instructions-to-aftc.docx
High · 2
Medium · 2
Standard · 2
1. Transmittal of Executed Escrow Agreement
Standard
⚑ Commercial term
1. Transmittal of Executed Escrow Agreement Enclosed herewith for your files is one (1) fully executed original counterpart of that certain Escrow Agreement dated as of July 31, 2025 (the "Escrow Agreement"), entered into by and among: (a) Crestline Packaging Solutions LLC, an Ohio limited liability company, as Buyer; (b) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller; and (c) Atlantic Fiduci
2. Escrow Amount and Deposit Instructions
High
⚑ Indemnity / guarantee obligation
2. Escrow Amount and Deposit Instructions Pursuant to Section 2.6(b) of the APA and Section 2.1 of the Escrow Agreement, at the Closing, Buyer shall deposit into escrow with the Escrow Agent an amount equal to $9,000,000.00 (Nine Million Dollars) (the "Escrow Amount"). The Escrow Amount represents five percent (5%) of the aggregate Purchase Price of $180,000,000.00 (One Hundred Eighty Million Dollars) payable by Buye
3. Summary of Escrow Release Terms
High
⚑ Indemnity / guarantee obligation
3. Summary of Escrow Release Terms For the convenience of the Escrow Agent and for reference purposes only, we set forth below a summary of the key terms governing the release of the Escrow Amount under the Escrow Agreement. This summary is provided solely for informational purposes and is qualified in its entirety by reference to the full terms and conditions of the Escrow Agreement. In the event of any conflict bet
4. Authorized Representatives
4. Authorized Representatives In accordance with Section 7.2 of the Escrow Agreement, the following individuals are hereby designated as the authorized representatives of Buyer and Seller, respectively, for purposes of providing instructions, notices, and other communications to the Escrow Agent in connection with the Escrow Agreement. The Escrow Agent may rely on instructions received from any of the authorized repr
5. Notices to Escrow Agent
5. Notices to Escrow Agent All notices, instructions, demands, and other communications to the Escrow Agent pursuant to or in connection with the Escrow Agreement shall be directed to: Robert D. Whitaker, Vice President Atlantic Fiduciary Trust Company 60 Wall Street, 22nd Floor New York, NY 10005 Telephone: (212) 555-6200 Email: rwhitaker@atlanticfiduciary.com All such notices and communications shall be given in th
6. Tax Matters and Reporting
Medium
⚑ Liability cap to check against exposure
6. Tax Matters and Reporting Pursuant to Section 5 of the Escrow Agreement, and for all federal, state, and local income tax purposes, the Escrow Amount and any Escrow Earnings thereon shall be treated as owned by the Seller pending distribution from the Escrow Account. Seller shall be responsible for the payment of all taxes due and payable with respect to any income earned on the Escrow Funds during the Escrow Peri
7. Governing Law
Medium
⚑ Forum / governing law
7. Governing Law As set forth in Section 8.4 of the Escrow Agreement, the Escrow Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision of the APA, which
8. Acknowledgment Request
Standard
⚑ Commercial term
8. Acknowledgment Request We respectfully request that the Escrow Agent countersign this letter in the space provided below and return one fully executed copy of this letter to the undersigned in order to confirm the following: (a) receipt by the Escrow Agent of the fully executed Escrow Agreement transmitted herewith; (b) acceptance by Atlantic Fiduciary Trust Company of its appointment as Escrow Agent under the Esc