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Contract analysis / post-closing-letter-to-client.docx
post-closing-letter-to-client.docx
High · 2
Medium · 6
Standard · 3
1. Closing Confirmation
Standard
⚑ Commercial term
1. Closing Confirmation As you know, the closing of the acquisition of the Property occurred on June 5, 2023 in accordance with the terms of the Purchase and Sale Agreement dated March 15, 2023 (the "PSA"), by and between Linden Gramercy Holdings LLC, a New York limited liability company ("Seller"), by its Managing Member, Marcus Steinfeld, as seller, and Gramercy Linden PropCo LLC, a New York limited liability compa
2. Financing Confirmation
High
⚑ Non-compete / exclusivity restraint
2. Financing Confirmation The senior acquisition financing for the Property was funded simultaneously with the closing on June 5, 2023. We confirm the following details with respect to the loan: Pinnacle Fidelity Bank, N.A. (the "Lender") funded the senior acquisition loan in the principal amount of Twenty-Six Million Dollars ($26,000,000.00) (Loan No. PFB-CRE-2023-05741) on the closing date. The loan was originated
3. Equity Contributions and Joint Venture Confirmation
Standard
⚑ Commercial term
3. Equity Contributions and Joint Venture Confirmation We confirm that all equity contributions required under the Limited Liability Company Agreement of Gramercy Linden JV LLC, dated as of April 19, 2023 (the "JV Operating Agreement"), were funded in full at or prior to the closing on June 5, 2023. The equity contributions were made by the Members of the JV as follows: As reflected in the closing settlement statemen
4. Post-Closing Obligations and Deadlines
Medium
⚑ Forum / governing law
4. Post-Closing Obligations and Deadlines Pursuant to the terms of the PSA and the loan documents, certain post-closing obligations must be completed within thirty (30) calendar days following the closing date — that is, by no later than July 5, 2023. We describe each of the outstanding post-closing deliverables below and provide the current status of each item. We ask that you and your team give prompt attention to
5. Ongoing Compliance Reminders
High
⚑ Indemnity / guarantee obligation
5. Ongoing Compliance Reminders Now that the acquisition has closed and PropCo has assumed ownership and operation of the Property, we wish to remind you of certain key ongoing compliance obligations under the JV Operating Agreement and the Pinnacle Fidelity loan documents. Timely compliance with these obligations is essential to maintaining good standing under both the JV structure and the financing arrangements. Qu
6. Index of Enclosed Executed Documents
6. Index of Enclosed Executed Documents Enclosed with this letter is a complete index of the original executed documents and other materials being transmitted to you in connection with the closing of the acquisition. Where original executed documents are available, originals are enclosed. Where originals are being held by another party (e.g., the Lender), are pending recording with the New York City Register, or have
1. Limited Liability Company Agreement of Gramercy Linden JV LLC (execution version, date
1. Limited Liability Company Agreement of Gramercy Linden JV LLC (execution version, dated April 19, 2023) — conformed copy (originals were previously distributed to all Members)
2. Certificate of Formation — Gramercy Linden JV LLC (State of Delaware) — certified copy
2. Certificate of Formation — Gramercy Linden JV LLC (State of Delaware) — certified copy
3. Certificate of Formation — Gramercy Linden PropCo LLC (State of New York) — certified
3. Certificate of Formation — Gramercy Linden PropCo LLC (State of New York) — certified copy
4. IRS EIN Assignment Letter — Gramercy Linden JV LLC (EIN: 93-4128765) — copy
Medium
⚑ Assignment / subcontracting
4. IRS EIN Assignment Letter — Gramercy Linden JV LLC (EIN: 93-4128765) — copy
5. IRS EIN Assignment Letter — Gramercy Linden PropCo LLC (EIN: 93-4128779) — copy
Medium
⚑ Assignment / subcontracting
5. IRS EIN Assignment Letter — Gramercy Linden PropCo LLC (EIN: 93-4128779) — copy
6. Purchase and Sale Agreement (execution version, dated March 15, 2023), by and between
6. Purchase and Sale Agreement (execution version, dated March 15, 2023), by and between Linden Gramercy Holdings LLC, as Seller, and Gramercy Linden PropCo LLC, as Purchaser — conformed copy
7. Bargain and Sale Deed with Covenants Against Grantor's Acts (Linden Gramercy Holdings
7. Bargain and Sale Deed with Covenants Against Grantor's Acts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — copy submitted for recording; conformed recorded copy to follow
8. Bill of Sale (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
8. Bill of Sale (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
9. Assignment and Assumption of Leases (Linden Gramercy Holdings LLC to Gramercy Linden P
Medium
⚑ Assignment / subcontracting
9. Assignment and Assumption of Leases (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
10. Assignment and Assumption of Contracts (Linden Gramercy Holdings LLC to Gramercy Lind
Medium
⚑ Assignment / subcontracting
10. Assignment and Assumption of Contracts (Linden Gramercy Holdings LLC to Gramercy Linden PropCo LLC) — original
11. Seller's FIRPTA Certificate (Non-Foreign Person Affidavit) (Linden Gramercy Holdings
11. Seller's FIRPTA Certificate (Non-Foreign Person Affidavit) (Linden Gramercy Holdings LLC) — original
12. NYC Real Property Transfer Tax Return (Form RPT) — filed copy
12. NYC Real Property Transfer Tax Return (Form RPT) — filed copy
13. NYS Real Estate Transfer Tax Return (Form TP-584) — filed copy
13. NYS Real Estate Transfer Tax Return (Form TP-584) — filed copy
14. Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate (if appli
14. Combined Real Estate Transfer Tax Return / Credit Line Mortgage Certificate (if applicable) — filed copy, if applicable
15. Loan Agreement (by and between Gramercy Linden PropCo LLC, as Borrower, and Pinnacle
15. Loan Agreement (by and between Gramercy Linden PropCo LLC, as Borrower, and Pinnacle Fidelity Bank, N.A., as Lender; Loan No. PFB-CRE-2023-05741) — conformed copy (original held by Lender)
16. Promissory Note in the principal amount of $26,000,000 (Gramercy Linden PropCo LLC to
Standard
⚑ Commercial term
16. Promissory Note in the principal amount of $26,000,000 (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
17. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Gra
Medium
⚑ Assignment / subcontracting
17. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Gramercy Linden PropCo LLC to Pinnacle Fidelity Bank, N.A.) — copy submitted for recording; conformed recorded copy to follow
18. Non-Recourse Carveout Guaranty (Elliot J. Briarwood, individually, in favor of Pinnac
18. Non-Recourse Carveout Guaranty (Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
19. Environmental Indemnity Agreement (Gramercy Linden PropCo LLC and Elliot J. Briarwood
19. Environmental Indemnity Agreement (Gramercy Linden PropCo LLC and Elliot J. Briarwood, individually, in favor of Pinnacle Fidelity Bank, N.A.) — conformed copy (original held by Lender)
20. Title Commitment (Archer & Towne Title Company, Commitment No. AT-2023-MN-0041872) —
20. Title Commitment (Archer & Towne Title Company, Commitment No. AT-2023-MN-0041872) — copy (final Owner's and Lender's title insurance policies to follow upon issuance)
21. Phase I Environmental Site Assessment (prepared by Ridgecrest Environmental Consultan
21. Phase I Environmental Site Assessment (prepared by Ridgecrest Environmental Consultants LLC, Report No. REC-2023-0287, dated March 28, 2023) — copy
22. Appraisal Report (prepared by Greystone Appraisal Associates LLC, File No. GAA-2023-N
22. Appraisal Report (prepared by Greystone Appraisal Associates LLC, File No. GAA-2023-NY-1148; appraised value of $41,200,000 as of February 15, 2023) — copy
23. Property Management Agreement (by and between Gramercy Linden PropCo LLC and Summit P
23. Property Management Agreement (by and between Gramercy Linden PropCo LLC and Summit Property Group LLC) — original
24. Closing Settlement Statement (dated June 5, 2023) — original
24. Closing Settlement Statement (dated June 5, 2023) — original
25. Property Insurance Binder (Northern Continental Assurance Company) — copy
25. Property Insurance Binder (Northern Continental Assurance Company) — copy
26. General Liability Insurance Binder (Consolidated Mutual Indemnity Co.) — copy
26. General Liability Insurance Binder (Consolidated Mutual Indemnity Co.) — copy
27. Certificates of Good Standing (for Gramercy Linden JV LLC, Gramercy Linden PropCo LLC
27. Certificates of Good Standing (for Gramercy Linden JV LLC, Gramercy Linden PropCo LLC, and other JV entities, as applicable) — certified copies
28. Resolutions and Incumbency Certificates (for all entity parties to the transaction) —
28. Resolutions and Incumbency Certificates (for all entity parties to the transaction) — copies We recommend that you maintain these documents in a secure location and that copies be provided to your internal files and to your accountant, Kessler Whitmore & Co. LLP, as appropriate.
7. Closing Remarks
7. Closing Remarks Calderwood & Harkness LLP will continue to actively monitor all outstanding post-closing items and will coordinate as necessary with the following parties to ensure the timely completion of all remaining deliverables: • Reedmore & Pratt LLP (David Ochoa, Esq.) — counsel to Seller, Linden Gramercy Holdings LLC; • Whitfield Archer & Crane LLP (Nadia Kowalski, Esq.) — counsel to co-investors Cedarpoin