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Contract analysis / closing-completion-file-memo.docx
closing-completion-file-memo.docx
High · 4
Medium · 4
Standard · 3
1. Purpose and Summary
High
⚑ Non-compete / exclusivity restraint
1. Purpose and Summary This memorandum confirms that all closing conditions under the Agreement of Lease dated July 13, 2023 (the "Lease") between Greystone Metropolitan Realty LLC, a New York limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), have been satisfied in all material respects as of August 10, 2023. The purpose of this memorandum is to document the
2. Confirmation of Lease Execution
Standard
⚑ Commercial term
2. Confirmation of Lease Execution The Lease was duly executed on July 13, 2023 by the following parties: • Landlord: Greystone Metropolitan Realty LLC, a New York limited liability company • Tenant: Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 7318294) Calderwood & Harkness LLP served as counsel to the Tenant and its parent company, Aurelius Global Media Group PLC, throu
3. Guaranty of Lease
Medium
⚑ Notice / time limit to track
3. Guaranty of Lease In connection with the execution of the Lease, a Guaranty of Lease (the "Guaranty") was executed on July 13, 2023 by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Company No. 04291837), the parent company of the Tenant, in favor of Greystone Metropolitan Realty LLC, as Landlord. The Guaranty provides a continuing guarantee
4. SNDA Delivery Confirmed
4. SNDA Delivery Confirmed The Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") was executed on July 10, 2023 — three days prior to the execution of the Lease itself — among the following parties: (a) Atlas Continental Bank, N.A., a national banking association, as first mortgagee (principal office at 277 Park Avenue, New York, New York 10172); (b) Greystone Metropolitan Realty LLC, as Landlord an
5. Letter of Credit Delivery Confirmed
Standard
⚑ Commercial term
5. Letter of Credit Delivery Confirmed An irrevocable standby letter of credit, designated No. SNLC-2023-08015, was issued on July 14, 2023 by Caledonian National Bank PLC (London headquarters; issued through its New York branch) in favor of Greystone Metropolitan Realty LLC, as beneficiary, for the account of Aurelius Media Holdings Inc., as applicant. The initial face amount of the letter of credit is $5,180,000, w
6. Insurance Certificates Delivery Confirmed
6. Insurance Certificates Delivery Confirmed Certificates of insurance evidencing the coverages required under the Lease were transmitted to Greystone Metropolitan Realty LLC (attention: Catherine Ng, Senior Vice President, Leasing) via a formal letter dated July 28, 2023, prepared by Cynthia Ho of this firm. The certificates were reviewed by our team to confirm compliance with the insurance requirements set forth in
7. Corporate Authorization Documents Delivered
7. Corporate Authorization Documents Delivered The following corporate authorization documents were delivered at or prior to closing, in each case as required under the Lease or as customary for a transaction of this nature: Tenant Board Resolutions. Board resolutions of Aurelius Media Holdings Inc. authorizing the execution, delivery, and performance of the Lease and all ancillary documents (including the letter of
8. Due Diligence Deliverables — Completion Status
High
⚑ Indemnity / guarantee obligation
8. Due Diligence Deliverables — Completion Status The following due diligence items have been completed and the results are summarized below for the record: Title. A leasehold title insurance policy was issued by Commonwealth Fidelity Title Insurance Co. (Policy No. LTP-2023-07842), based on a title commitment dated June 9, 2023. The policy insures the Tenant's leasehold interest in the Premises. All required endorse
9. Commencement and Possession
High
⚑ Non-compete / exclusivity restraint
9. Commencement and Possession The Commencement Date of the Lease was confirmed as August 1, 2023. A formal Commencement Date Confirmation Letter was sent by Douglas Fairchild of this firm to Diane Ashford of Pemberton Locke & Strauss LLP on August 1, 2023, confirming the following dates: The Landlord delivered possession of the Premises (Floors 34, 35, 36, 37, and 38 of Greystone Tower) to the Tenant on August 1, 20
10. Tenant Improvement Work — Status Note
Standard
⚑ Commercial term
10. Tenant Improvement Work — Status Note The tenant improvement build-out of the Premises (the "TI Work") is scheduled to proceed during the six-month rent-free period from August 1, 2023 through January 31, 2024, in accordance with the Work Letter Agreement attached as Exhibit C to the Lease. The following summarizes the key parameters of the TI Work: TI Allowance: The Landlord has agreed to provide a tenant improv
11. Broker Commissions — Status
High
⚑ Indemnity / guarantee obligation
11. Broker Commissions — Status The following broker commissions are payable in connection with the Lease: (a) Tenant's Broker: Blackmoor Advisory Group LLC (Dennis Rourke, Principal Broker) is entitled to a commission of $2,025,000 (representing 2.25% of the approximately $90,000,000 aggregate base rent over the Lease term), payable by the Landlord pursuant to a separate commission agreement between the Landlord and
12. Key Future Dates and Ongoing Obligations for Client's Calendar
Medium
⚑ Notice / time limit to track
12. Key Future Dates and Ongoing Obligations for Client's Calendar The following is a summary of key future dates, option exercise windows, and ongoing obligations under the Lease that should be calendared by the client for purposes of asset management, financial planning, and legal compliance. We recommend that this information be shared with the client's General Counsel and SVP, Global Real Estate & Facilities. 12.
13. Matter Status and File Closing
Medium
⚑ Assignment / subcontracting
13. Matter Status and File Closing Based on the foregoing, all closing conditions under the Agreement of Lease have been satisfied in all material respects as of the date hereof, and the transaction has been completed. All executed originals and copies of the Lease, Guaranty, SNDA, letter of credit, certificates of insurance, corporate authorization documents, due diligence reports, title insurance policy, and all co
14. Distribution and Enclosures
Medium
⚑ Confidentiality undertaking
14. Distribution and Enclosures This memorandum is distributed to the internal engagement team only — Angela Fontaine, Rafael Dominguez, and Cynthia Ho — and is subject to attorney-client privilege and work product protection. This memorandum is not to be distributed to the client, to opposing counsel, or to any third party without the prior written approval of Douglas Fairchild. Enclosures: None. The closing binder