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Contract analysis / letter-fairchild-to-pryce-closing-confirmation.docx
letter-fairchild-to-pryce-closing-confirmation.docx
High · 3
Medium · 0
Standard · 1
1. Satisfaction of Closing Conditions
High
⚑ Indemnity / guarantee obligation
1. Satisfaction of Closing Conditions 1.1 Lender Consents — Change of Control The Transaction involves the transfer of 100% of the Membership Interests in the fourteen Target Entities from GMP Fund III to Fairwater REIT, constituting a change of control under each of the three loan facilities secured by the underlying real properties held by the Target Entities. Accordingly, the PSA required, as a condition to Closin
2. Closing Financial Summary
2. Closing Financial Summary Set forth below is a summary of the principal financial terms of the Closing: The PCA Repair Credit of $1,070,000 represents 50% of the aggregate estimated immediate repair costs of $2,140,000 identified in the property condition assessments, allocated among the following properties: • Buckhead Place Office Tower (GMP Buckhead LLC): $890,000 • Cool Springs Office Park (GMP Cool Springs LL
3. Post-Closing Obligations
High
⚑ Indemnity / guarantee obligation
3. Post-Closing Obligations The following post-closing obligations remain outstanding and will require the continued cooperation of both parties and their respective counsel: (a) Post-Closing Proration True-Up. Pursuant to Section 8.6 of the PSA, the parties are required to prepare and deliver a final proration statement within ninety (90) days following the Closing date (i.e., by September 4, 2024). Any net adjustme
4. Survival Periods and Indemnification Limitations
High
⚑ Indemnity / guarantee obligation
4. Survival Periods and Indemnification Limitations For ease of reference, the survival periods and indemnification limitations applicable to the Transaction, as set forth in Articles IV, V, and IX of the PSA, are summarized below: The foregoing summary is provided for reference purposes only and is subject in all respects to the terms and conditions of the PSA and the Indemnity Escrow Agreement.
5. Local Counsel Opinions
Standard
⚑ Commercial term
5. Local Counsel Opinions We confirm the receipt of local counsel opinions from qualified counsel in each of the five (5) jurisdictions in which the properties are located. Each opinion addresses due authorization of the Transaction by the applicable Target Entity, enforceability of the Transaction documents, and compliance with applicable transfer tax requirements. The local counsel opinions were delivered as follow