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Contract analysis / wire-instructions-commonwealth-escrow.docx
wire-instructions-commonwealth-escrow.docx
High · 1
Medium · 1
Standard · 2
1. All conditions precedent to the Closing under the PSA have been satisfied or waived in
1. All conditions precedent to the Closing under the PSA have been satisfied or waived in writing by the applicable party, and the Closing is authorized to proceed on the date hereof.
2. No event of default has occurred under the PSA that would entitle either party to term
2. No event of default has occurred under the PSA that would entitle either party to terminate the PSA or to retain the Earnest Money Deposits.
3. Each of the undersigned has been duly authorized to execute and deliver this Joint Rel
3. Each of the undersigned has been duly authorized to execute and deliver this Joint Release Instruction on behalf of the party on whose behalf such person is signing, and this Joint Release Instruction constitutes the valid and binding direction of each such party to Escrow Agent.
4. Accrued interest on the Aggregate Earnest Money Deposits is to be wire-transferred sep
4. Accrued interest on the Aggregate Earnest Money Deposits is to be wire-transferred separately to Buyer in accordance with Section 6 of the Wire Transfer Instructions. Escrow Agent is hereby authorized and directed to act in reliance upon this Joint Release Instruction without further inquiry or investigation. [Remainder of page intentionally left blank; signature page follows.] SIGNATURE PAGE TO JOINT RELEASE INST
1. Receipt of Funds. Escrow Agent confirms that it has received, via Fedwire transfer on
Standard
⚑ Commercial term
1. Receipt of Funds. Escrow Agent confirms that it has received, via Fedwire transfer on June 6, 2024, the sum of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Indemnity Escrow Amount") from Buyer (or on behalf of Buyer) into the segregated Indemnity Escrow account designated for such purpose. Fedwire Reference Number: ______ Time of Receipt: ______ (Eastern Time)
2. Segregation of Funds. Escrow Agent confirms that the Indemnity Escrow Amount has been
High
⚑ Non-compete / exclusivity restraint
2. Segregation of Funds. Escrow Agent confirms that the Indemnity Escrow Amount has been deposited into a segregated, interest-bearing escrow account established exclusively for the purpose of holding the Indemnity Escrow Fund in accordance with the Indemnity Escrow Agreement. The Indemnity Escrow Amount is maintained separately from Escrow Agent's operating funds and from any other escrow accounts maintained by Escr
3. Interest-Bearing Status. Escrow Agent confirms that the segregated Indemnity Escrow ac
Standard
⚑ Commercial term
3. Interest-Bearing Status. Escrow Agent confirms that the segregated Indemnity Escrow account is an interest-bearing account, and that interest will accrue on the Indemnity Escrow Amount for the benefit of Seller, in accordance with the terms of the Indemnity Escrow Agreement.
4. Escrow Agreement Reference. This confirmation is issued in connection with the Indemni
Medium
⚑ Confidentiality undertaking
4. Escrow Agreement Reference. This confirmation is issued in connection with the Indemnity Escrow Agreement, dated as of June 6, 2024, and all terms used herein but not otherwise defined shall have the meanings set forth in the Indemnity Escrow Agreement. Escrow Agent will provide additional confirmations regarding the investment of the Indemnity Escrow Fund and periodic statements of accrued interest in accordance