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Contract analysis / rw-insurance-premium-wire-confirmation.docx
rw-insurance-premium-wire-confirmation.docx
1036-00004 · 14 clauses
High · 1 Medium · 0 Standard · 8
I. Purpose and Summary Standard
⚑ Commercial term
I. Purpose and Summary This memorandum confirms the successful transmission and receipt of the wire transfer for the representations and warranties insurance ("R&W Insurance") premium payment in connection with Fairwater Real Estate Investment Trust's ("Fairwater REIT" or "Buyer") acquisition of one hundred percent (100%) of the membership interests in the fourteen (14) property-owning single-purpose Delaware limited
II. R&W Insurance Policy Summary High
⚑ Indemnity / guarantee obligation
II. R&W Insurance Policy Summary Set forth below is a summary of the material terms of the buyer-side representations and warranties insurance policy obtained by Fairwater REIT in connection with the Transaction. The policy was placed through Hartwick Gunderson & Associates, Inc. ("Hartwick Gunderson"), acting as insurance broker on behalf of Buyer, and was bound concurrently with the Closing on June 6, 2024. Carrier
III. Wire Transfer Details Standard
⚑ Commercial term
III. Wire Transfer Details The wire transfer for the R&W Insurance premium was initiated and completed on the Closing Date in accordance with the wire instructions provided by Hartwick Gunderson & Associates, Inc. on behalf of Sentinel Specialty Insurance Company. Set forth below are the material details of the wire transfer: Source of Funds. The wire transfer in the amount of $1,402,500.00 was funded from Fairwater
IV. Confirmation of Receipt Standard
⚑ Commercial term
IV. Confirmation of Receipt Carrier Confirmation. Confirmation has been received from Sentinel Specialty Insurance Company (through its designated premium collection agent, JPFirst Trust Company, N.A.) that the wire transfer in the amount of One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500.00) was received and credited to the Sentinel Specialty premium collection account on June 6, 2024. The wri
V. Reconciliation with Funds Flow Standard
⚑ Commercial term
V. Reconciliation with Funds Flow The R&W Insurance premium wire transfer in the amount of $1,402,500.00 is one component of the comprehensive closing-day funds flow for the Transaction, as detailed in the Funds Flow Memorandum prepared by Calderwood & Harkness LLP and circulated to all parties on June 5, 2024, and as finalized on the Closing Date (the "Funds Flow Memorandum"). The premium payment is reflected as a B
VI. Supporting Documentation
VI. Supporting Documentation The following documents have been obtained and are maintained on file by Calderwood & Harkness LLP in connection with the R&W Insurance premium wire transfer and the binding of the R&W Policy:
1. Wire Transfer Instruction Letter from Hartwick Gunderson & Associates, Inc. — Written
1. Wire Transfer Instruction Letter from Hartwick Gunderson & Associates, Inc. — Written letter dated June 4, 2024, from Peter Langford (Hartwick Gunderson) to Grace Nakamura (Calderwood & Harkness LLP), specifying the wire transfer instructions and account coordinates for Sentinel Specialty Insurance Company's designated premium collection account, including the beneficiary bank name, ABA routing number, account num
2. Copy of Wire Transfer Order Submitted to Aldgate National Bank, N.A. — Copy of the wir Standard
⚑ Commercial term
2. Copy of Wire Transfer Order Submitted to Aldgate National Bank, N.A. — Copy of the wire transfer order initiated by Fairwater REIT through Aldgate National Bank, N.A. on June 6, 2024, in the amount of $1,402,500.00, payable to Sentinel Specialty Insurance Company, bearing the reference line "R&W Insurance Premium — Fairwater REIT / GMP Fund III Portfolio Acquisition — Policy No. SSI-RW-2024-06178."
3. Wire Confirmation Receipt from Aldgate National Bank, N.A. — Confirmation of wire tran Standard
⚑ Commercial term
3. Wire Confirmation Receipt from Aldgate National Bank, N.A. — Confirmation of wire transfer completion issued by Aldgate National Bank, N.A., reflecting Federal Reference Number FRN 20240606ANBA0094782351, confirming that the wire in the amount of $1,402,500.00 was transmitted to the beneficiary account on June 6, 2024.
4. Written Acknowledgment of Premium Receipt from Sentinel Specialty Insurance Company —
4. Written Acknowledgment of Premium Receipt from Sentinel Specialty Insurance Company — Written confirmation from Sentinel Specialty Insurance Company (through JPFirst Trust Company, N.A., as premium collection agent), dated June 6, 2024, acknowledging receipt of the premium payment of $1,402,500.00 and confirming credit to the premium collection account.
5. Confirmation Email from Peter Langford (Hartwick Gunderson & Associates, Inc.) — Email Standard
⚑ Commercial term
5. Confirmation Email from Peter Langford (Hartwick Gunderson & Associates, Inc.) — Email from Peter Langford to Grace Nakamura and Rafael Dominguez, dated June 6, 2024, at 11:45 a.m. Eastern Time, confirming that the premium payment has been received by the Carrier, that no additional amounts are due, and that the R&W Policy is bound and in full force and effect as of the Closing Date.
6. R&W Insurance Policy — Sentinel Specialty (Bound) — Buyer-side representations and war
6. R&W Insurance Policy — Sentinel Specialty (Bound) — Buyer-side representations and warranties insurance policy (Policy No. SSI-RW-2024-06178) issued by Sentinel Specialty Insurance Company, effective June 6, 2024, with a policy limit of $55,000,000 and a retention of $11,000,000 (stepping down to $5,500,000 at twelve months post-Closing). The fully executed bound policy is expected to be delivered within five (5)
7. R&W Insurance — No-Claims Declaration (Closing) — No-Claims Declaration executed by Fa
7. R&W Insurance — No-Claims Declaration (Closing) — No-Claims Declaration executed by Fairwater Real Estate Investment Trust (by David Elgin Park, General Counsel), dated June 6, 2024, delivered to Sentinel Specialty Insurance Company concurrently with the premium payment and Closing, confirming no known claims or circumstances as of the Closing Date. All of the foregoing documents have been obtained in original or
VII. Filing and Record-Keeping Standard
⚑ Commercial term
VII. Filing and Record-Keeping The original wire confirmation receipt from Aldgate National Bank, N.A., together with all supporting documentation enumerated in Section VI above, shall be maintained in the closing binder for the Transaction under Tab 14 — R&W Insurance. The closing binder is being assembled by Calderwood & Harkness LLP and will be distributed to the parties in accordance with the closing binder distr