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Contract analysis / escrow-funding-confirmation.docx
escrow-funding-confirmation.docx
1041-00003 · 15 clauses
High · 7 Medium · 0 Standard · 2
I. INTRODUCTION AND PURPOSE High
⚑ Indemnity / guarantee obligation
I. INTRODUCTION AND PURPOSE This Escrow Funding Confirmation (this "Confirmation") serves as the official confirmation of the wire transfer of the Escrow Amount (as such term is defined in Section 2.8 of the Merger Agreement and Article I of the Escrow Agreement, each as defined below) to Cobalt Trust Company, in its capacity as Escrow Agent, in connection with the closing (the "Closing") of the merger contemplated b
II. WIRE TRANSFER DETAILS Standard
⚑ Commercial term
II. WIRE TRANSFER DETAILS A. Sending Party Information The wire transfer of the Escrow Amount was initiated by and on behalf of the following sending party: For the avoidance of doubt, Meridian Atlantic Bank, N.A. acted solely in its capacity as the depository institution from which the equity contribution was funded in connection with the wire transfer described herein, and not in its capacity as Administrative Agen
III. CONFIRMATION FROM COBALT TRUST COMPANY High
⚑ Indemnity / guarantee obligation
III. CONFIRMATION FROM COBALT TRUST COMPANY A. Acknowledgment of Receipt Cobalt Trust Company hereby provides written confirmation acknowledging receipt of the wire transfer of Five Hundred Forty-Four Million Dollars ($544,000,000.00) into the designated Indemnity Escrow Account (Account No. 4827-3391-0056) in connection with the Merger Agreement and the Escrow Agreement. The funds were credited to the Indemnity Escr
IV. RECONCILIATION TO FUNDS FLOW High
⚑ Non-compete / exclusivity restraint
IV. RECONCILIATION TO FUNDS FLOW This Section IV provides a reconciliation of the Escrow Amount to the overall funds flow for the Closing, as set forth in the Final Funds Flow Memorandum dated July 8, 2024, prepared by Calderwood & Harkness LLP in coordination with counsel to the Company and the lending institutions (the "Funds Flow Memo"). The Funds Flow Memo was circulated to and approved by all relevant parties pr
V. INTERPLAY WITH INDEMNIFICATION AND REPRESENTATION & WARRANTY INSURANCE High
⚑ Indemnity / guarantee obligation
V. INTERPLAY WITH INDEMNIFICATION AND REPRESENTATION & WARRANTY INSURANCE The Escrow Amount of $544,000,000.00 (representing 8% of the total enterprise value of $6,800,000,000.00) serves as the primary, first-dollar source of indemnification recourse available to the Buyer Indemnified Parties under Article IX of the Merger Agreement. The following summarizes certain key indemnification parameters and the interplay be
VI. RELATED CLOSING DOCUMENTS CROSS-REFERENCED High
⚑ Indemnity / guarantee obligation
VI. RELATED CLOSING DOCUMENTS CROSS-REFERENCED For purposes of providing a complete record of the Closing documentation relevant to the escrow deposit and the indemnification framework, the following documents are cross-referenced herein and should be consulted in connection with the administration of the Indemnity Escrow Account:
1. Merger Agreement — Execution Version, dated January 22, 2024, among Cloudium Technolog High
⚑ Indemnity / guarantee obligation
1. Merger Agreement — Execution Version, dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (see in particular Section 2.8 — Escrow Deposit; Article IX — Indemnification).
2. Escrow Agreement — Execution Version, dated January 22, 2024 (effective as of the Clos
2. Escrow Agreement — Execution Version, dated January 22, 2024 (effective as of the Closing Date, July 9, 2024), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company, and Douglas Pemberton, as Stockholder Representative.
3. Stockholder Representative Agreement — Execution Version, dated January 22, 2024, by a
3. Stockholder Representative Agreement — Execution Version, dated January 22, 2024, by and among Douglas Pemberton and the stockholders of Cloudium Technologies plc signatory thereto (appointing Douglas Pemberton as Stockholder Representative with full power and authority to act on behalf of the former stockholders in connection with the Escrow Agreement and Article IX of the Merger Agreement).
4. Certificate of Merger, filed with the Secretary of State of the State of Delaware at 1
4. Certificate of Merger, filed with the Secretary of State of the State of Delaware at 11:59 PM ET on July 9, 2024, evidencing the completion of the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, with Cloudium Technologies plc continuing as the surviving entity.
5. Final Funds Flow Memorandum, dated July 8, 2024, prepared by Calderwood & Harkness LLP
5. Final Funds Flow Memorandum, dated July 8, 2024, prepared by Calderwood & Harkness LLP, setting forth the detailed allocation and sequencing of all payments to be made at or in connection with the Closing.
6. R&W Insurance No-Claims Declaration, dated July 9, 2024, executed by Fund VI and deliv
6. R&W Insurance No-Claims Declaration, dated July 9, 2024, executed by Fund VI and delivered to Northfield Assurance Ltd. in connection with the binding of the R&W Insurance Policy.
7. R&W Insurance Final Policy (Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487, Standard
⚑ Commercial term
7. R&W Insurance Final Policy (Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487, effective July 9, 2024), providing $680,000,000.00 in buyer-side representation and warranty insurance coverage in excess of the retention amount. Copies of each of the foregoing documents are maintained in the closing binder for this transaction, which is on file with Calderwood & Harkness LLP (Matter No. 1041-00003) and availab
VII. NOTICES AND CONTACT INFORMATION
VII. NOTICES AND CONTACT INFORMATION All notices, requests, demands, claims, and other communications required or permitted to be delivered in connection with the Escrow Agreement and the matters described in this Confirmation shall be given in accordance with the notice provisions of Section 7.1 of the Escrow Agreement, which are summarized below for convenience: For Fund VI (Depositor): Solara Digital Infrastructur
VIII. SIGNATURE / CONFIRMATION Block High
⚑ Indemnity / guarantee obligation
VIII. SIGNATURE / CONFIRMATION Block By executing this Escrow Funding Confirmation below, each of the undersigned confirms the accuracy and completeness of the information set forth herein and acknowledges the receipt, deposit, and administration of the Escrow Amount in accordance with the terms of the Merger Agreement and the Escrow Agreement. Acknowledgment by Solara Digital Infrastructure Fund VI LP SOLARA DIGITAL