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Contract analysis / escrow-release-instructions-final-closing.docx
escrow-release-instructions-final-closing.docx
1009-00001 · 8 clauses
High · 1 Medium · 2 Standard · 4
1. Introductory Paragraph; Identification of Parties and Agreement
1. Introductory Paragraph; Identification of Parties and Agreement This letter constitutes the joint written instruction (this "Instruction") delivered pursuant to Section 3.2(b) of that certain Escrow Agreement, dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), the Purchasers (as defined therein), and Granite Trust Company, N.A., a nat
2. Direction to Release Funds Standard
⚑ Commercial term
2. Direction to Release Funds Pursuant to Section 3.2(b) of the Escrow Agreement, the undersigned parties hereby jointly and irrevocably instruct the Escrow Agent to release from the Escrow Account the aggregate amount of $15,000,000.00 (Fifteen Million and 00/100 Dollars) (the "Final Closing Release Amount"), representing the full amount of funds deposited into the Escrow Account by the Final Closing Purchasers iden
3. Wire Transfer Instructions for Disbursement Standard
⚑ Commercial term
3. Wire Transfer Instructions for Disbursement The Escrow Agent is hereby instructed to disburse the entire Final Closing Release Amount by wire transfer in immediately available funds to the Company's operating account in accordance with the following wire transfer instructions: Bank Name: Beaumont Financial ABA/Routing Number: 121140399 Account Name: Skybridge Fintech Ltd. Account Number: 3310-0284-7761 Reference:
4. Confirmation of Satisfaction of Conditions Standard
⚑ Commercial term
4. Confirmation of Satisfaction of Conditions The undersigned parties hereby confirm and represent to the Escrow Agent that all conditions precedent to the Final Closing set forth in the Note Purchase Agreement, including without limitation Article V thereof, have been satisfied or, where applicable, duly waived by the appropriate party as of the date hereof. In particular, and without limiting the generality of the
5. Escrow Agent Fees and Account Termination High
⚑ Indemnity / guarantee obligation
5. Escrow Agent Fees and Account Termination The undersigned parties confirm that the flat escrow fee of $7,500.00 payable to the Escrow Agent in connection with the establishment and administration of the Escrow Account was previously paid in full by the Company on or about January 15, 2024, and that no additional fee, cost, expense, or reimbursement is owing to the Escrow Agent in connection with the release of fun
6. Representations and Authority Medium
⚑ Forum / governing law
6. Representations and Authority Each of the undersigned parties hereby represents and warrants to the Escrow Agent as follows: (a) The person executing this Instruction on behalf of such party is duly authorized to do so and to deliver this joint written instruction on behalf of the respective party in accordance with the terms of the Escrow Agreement and applicable organizational documents of such party. (b) This I
7. Governing Law Medium
⚑ Forum / governing law
7. Governing Law This Instruction shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provision is consi
8. Counterparts Standard
⚑ Commercial term
8. Counterparts This Instruction may be executed and delivered in one or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Instruction by facsimile or other electronic transmission (including portable document format (PDF) or any elec