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Contract analysis / indemnity-escrow-release-instructions.docx
indemnity-escrow-release-instructions.docx
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Standard · 1
14. GMP Mount Juliet LLC
High
⚑ Indemnity / guarantee obligation
14. GMP Mount Juliet LLC Each of the foregoing Target Entities is a Delaware limited liability company and, as of the Closing Date, was the sole owner of the respective real property asset or assets identified in the PSA. 2.2 Establishment of the Indemnity Escrow D. At the Closing, and pursuant to the terms and conditions of the Escrow Agreement, Buyer and Seller caused to be deposited with Escrow Agent the sum of Si
I. The PSA establishes the following indemnification thresholds and limitations, which rem
High
⚑ Non-compete / exclusivity restraint
I. The PSA establishes the following indemnification thresholds and limitations, which remain relevant to the context of these Release Instructions: (a) General Representation Cap: Seller's aggregate liability for Losses arising from breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the unadjusted purchase price (the "Genera
1. The General Representation Survival Expiration Date has occurred.
1. The General Representation Survival Expiration Date has occurred.
2. No pending or unresolved Claim Notices have been delivered by Buyer to Seller or to th
High
⚑ Indemnity / guarantee obligation
2. No pending or unresolved Claim Notices have been delivered by Buyer to Seller or to the Escrow Agent under the indemnification provisions of the PSA.
3. Both Buyer and Seller have executed the enclosed Release Instructions, jointly and irr
Standard
⚑ Commercial term
3. Both Buyer and Seller have executed the enclosed Release Instructions, jointly and irrevocably directing the Escrow Agent to disburse the full Escrow Funds — consisting of the principal amount of $16,500,000, together with all accrued interest and earnings thereon — to Seller in accordance with the wire transfer instructions set forth in the Release Instructions and the attached Exhibit B. Enclosed please find the
1. Fully executed Joint Release Instructions to Escrow Agent — Indemnity Escrow (includin
1. Fully executed Joint Release Instructions to Escrow Agent — Indemnity Escrow (including all signature pages);
2. Exhibit A — Escrow Agreement (incorporated by reference); and
2. Exhibit A — Escrow Agreement (incorporated by reference); and
3. Exhibit B — Wire Transfer Instructions (Seller).
High
⚑ Indemnity / guarantee obligation
3. Exhibit B — Wire Transfer Instructions (Seller). We respectfully request that you process the disbursement in accordance with the terms of the Release Instructions — specifically, within three (3) business days following your receipt of these fully executed Release Instructions. Upon completion of the wire transfer, we kindly ask that you provide written confirmation of the disbursement (including the date, amount