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Contract analysis / ironclad-payoff-transmittal-letter.docx
ironclad-payoff-transmittal-letter.docx
High · 1
Medium · 1
Standard · 6
I. Summary of Existing Credit Facility
Standard
⚑ Commercial term
I. Summary of Existing Credit Facility Set forth below is a summary of the material terms and relevant identifying information regarding the Ironclad Facility for ease of reference: Upon receipt of the payoff amount in full as specified in the Payoff Letter, the Ironclad Facility is to be terminated in its entirety, and all liens, security interests, pledges, and encumbrances granted by the Company in favor of Ironcl
II. Payoff Letter — Key Terms and Payoff Amount
High
⚑ Penalty / liquidated damages
II. Payoff Letter — Key Terms and Payoff Amount The Payoff Letter, a copy of which is enclosed herewith as Enclosure 1, was issued by Ironclad on October 28, 2024, and executed by Thomas Briggs in his capacity as Senior Vice President. The key terms of the Payoff Letter are summarized as follows: Payoff Letter Date: October 28, 2024 Good Through Date: The Payoff Letter provides that the stated payoff amount is valid
III. Wire Transfer Instructions for Payoff
Standard
⚑ Commercial term
III. Wire Transfer Instructions for Payoff Set forth below are the wire transfer instructions for the remittance of the Payoff Amount to Ironclad, as extracted from the Payoff Letter. A separate wire instruction sheet has been prepared and is enclosed herewith as Enclosure 2 for ease of reference by Tidewater Atlantic Bank, N.A. (the "Buyer's Bank") in connection with processing the closing-day wire transfers. The wi
IV. UCC Termination Statements and Lien Release Requirements
Standard
⚑ Commercial term
IV. UCC Termination Statements and Lien Release Requirements The Payoff Letter confirms that, upon receipt of the Payoff Amount in full in immediately available funds, Ironclad covenants and agrees to take the following actions with respect to the release and termination of all security interests, liens, and encumbrances granted by the Company in favor of Ironclad in connection with the Ironclad Facility: (a) UCC-3 T
V. Confirmation of Consistency with Closing Documents
Standard
⚑ Commercial term
V. Confirmation of Consistency with Closing Documents We have confirmed that the Payoff Amount of $7,341,822.16 is fully and accurately reflected in the Closing Statement and the Funds Flow Memorandum, and is consistent with all other closing deliverables. Specifically: The Closing Statement reflects the following computation of the Estimated Closing Cash Consideration payable to the Sellers at the Closing: The wire
VI. Enclosures
VI. Enclosures Enclosed herewith please find the following documents for your review and files:
1. Enclosure 1: Ironclad Commercial Lending, LLC Payoff Letter dated October 28, 2024 (or
1. Enclosure 1: Ironclad Commercial Lending, LLC Payoff Letter dated October 28, 2024 (original, duly executed by Thomas Briggs, Senior Vice President, on behalf of Ironclad Commercial Lending, LLC);
2. Enclosure 2: Wire Instruction Sheet (extracted from the Payoff Letter for ease of refe
2. Enclosure 2: Wire Instruction Sheet (extracted from the Payoff Letter for ease of reference by Tidewater Atlantic Bank, N.A., in connection with the processing of the closing-day payoff wire); and
3. Enclosure 3: Copies of UCC-1 Financing Statements on file with the Delaware Secretary
3. Enclosure 3: Copies of UCC-1 Financing Statements on file with the Delaware Secretary of State in favor of Ironclad Commercial Lending, LLC (File Nos. 2021-1742856 and 2021-1742901), for reference in connection with the preparation and filing of UCC-3 termination statements following receipt of the payoff.
VII. Action Items and Closing Instructions
VII. Action Items and Closing Instructions In order to ensure an orderly and timely Closing, we respectfully request that each addressee and copy recipient take the following actions promptly upon receipt of this letter:
1. Patrick Lennox and Conor Muldoon (Solstice): Please review the Payoff Letter enclosed
Standard
⚑ Commercial term
1. Patrick Lennox and Conor Muldoon (Solstice): Please review the Payoff Letter enclosed as Enclosure 1 and confirm your receipt, review, and approval of the payoff terms (including the Payoff Amount and the Good Through Date) by reply email to the undersigned no later than 5:00 p.m. (Eastern Time) on October 30, 2024. In the event that you identify any discrepancy or have any questions regarding the Payoff Amount or
2. Margaret Chu (Tidewater Atlantic Bank, N.A.): Please confirm that (a) the Ironclad pay
Standard
⚑ Commercial term
2. Margaret Chu (Tidewater Atlantic Bank, N.A.): Please confirm that (a) the Ironclad payoff wire in the amount of $7,341,822.16 will be included in the closing-day wire schedule as Line Item 4 in the Funds Flow Memorandum, (b) Tidewater Atlantic Bank is prepared to initiate the wire on October 31, 2024, upon receipt of joint release instructions, and (c) the Buyer Funding Account will be funded with sufficient avail
3. Post-Closing Follow-Up: Calderwood & Harkness LLP will follow up directly with Thomas
Medium
⚑ Confidentiality undertaking
3. Post-Closing Follow-Up: Calderwood & Harkness LLP will follow up directly with Thomas Briggs at Ironclad following the Closing to (a) confirm Ironclad's receipt of the Payoff Amount in full, (b) obtain written confirmation of the termination of the Credit Agreement and all related loan documents, and (c) obtain the executed UCC-3 termination statements for filing with the Delaware Secretary of State. We will circu