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Contract analysis / email-merritt-to-engstrom-kaplan-re-pre-closing.eml
email-merritt-to-engstrom-kaplan-re-pre-closing.eml
High · 0
Medium · 1
Standard · 1
1. Telephonic or video closing call among all parties to confirm satisfaction of all condi
1. Telephonic or video closing call among all parties to confirm satisfaction of all conditions precedent.
2. Upon confirmation, Calderwood & Harkness and Whitfield & Gage will authorize release of
2. Upon confirmation, Calderwood & Harkness and Whitfield & Gage will authorize release of all signature pages from escrow.
3. Crescent Harbor will fund the $1,400,000,000 (through the syndicate lenders) per the ex
3. Crescent Harbor will fund the $1,400,000,000 (through the syndicate lenders) per the executed funds flow memorandum.
4. The Atlas Meridian payoff wire will be sent immediately upon receipt of proceeds.
4. The Atlas Meridian payoff wire will be sent immediately upon receipt of proceeds.
5. The dividend wire to Granite Peak NIH Holdings will follow upon confirmation that the A
5. The dividend wire to Granite Peak NIH Holdings will follow upon confirmation that the Atlas Meridian payoff has been received.
6. Transaction fees and expenses will be disbursed per the funds flow.
Standard
⚑ Commercial term
6. Transaction fees and expenses will be disbursed per the funds flow.
7. The residual $147,000,000 will be retained by Nexford on the balance sheet.
7. The residual $147,000,000 will be retained by Nexford on the balance sheet. We will circulate a detailed closing day timeline later this week. **IX. Requests for Confirmation / Next Steps** To keep us on track, I would ask for the following: - **David and Michelle** — please confirm you have reviewed this email and the attached draft closing certificates, and let us know of any comments or issues. - **Priya** — pl
1. Draft Closing Certificate of the Borrower
1. Draft Closing Certificate of the Borrower
2. Draft Officer's Certificate (Representations and Warranties; No Default)
2. Draft Officer's Certificate (Representations and Warranties; No Default)
4. Draft Pro Forma Compliance Certificate
4. Draft Pro Forma Compliance Certificate
5. Draft Use of Proceeds / Sanctions Compliance Certificate
5. Draft Use of Proceeds / Sanctions Compliance Certificate
6. Draft Opinion Back-Up Certificate
6. Draft Opinion Back-Up Certificate
7. Draft Funds Flow Memorandum (March 22 version)
7. Draft Funds Flow Memorandum (March 22 version)
8. Closing Agenda — Draft (March 20 version; final version to follow March 27)
Medium
⚑ Forum / governing law
8. Closing Agenda — Draft (March 20 version; final version to follow March 27) --- *CONFIDENTIALITY NOTICE: This email message, including any attachments, is sent by the law firm of Calderwood & Harkness LLP and is intended only for the use of the individual(s) or entity to which it is addressed. It may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including at