FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / escrow-release-calendar-instructions.docx
escrow-release-calendar-instructions.docx · 1041-00003

Parties

HARKNESS LLP
Solara Digital Infrastructure LP
Digital Infrastructure Fund VI LP
Stratos Merger Sub Inc
Northfield Assurance Ltd
Investment Inc
Severin Partners LLC
Halcyon Partners LLC

Dates

July 12, 2024
January 22, 2024
July 9, 2024
June 14, 2024
January 9, 2026
July 9, 2025
June 25, 2025
December 24, 2025
December 25, 2025
July 8, 2025

Amounts

$6,800,000,000
$36.92
$544,000,000
$1,020,000,000
$51,000,000
$500,000
$680,000,000
$272,000,000
$30,000,000
$242,000,000

Obligations

• General Indemnification Cap: The aggregate liability of the former Cloudium stockholders for indemnifiable losses under the Merger Agreement (other than with respect to Special Indemnities, as defined below) shall not exceed fifteen percent (15%) of the aggregate deal value, or $1,020,000,000 (One Billion Twenty Million Dollars)
The basket operates as a "tipping basket," meaning that once aggregate losses exceed the $51,000,000 threshold, Fund VI shall be entitled to recover indemnifiable losses from the first dollar (i
• De Minimis Threshold: Individual claims for losses in an amount less than $500,000 (Five Hundred Thousand Dollars) shall be excluded from the calculation of the basket and shall not be counted toward satisfaction of the $51,000,000 threshold
Such de minimis claims shall not be submitted through the escrow
• Survival Period: The representations and warranties of Cloudium set forth in the Merger Agreement shall survive the Closing for a period of eighteen (18) months following the Closing Date, expiring on January 9, 2026
The covenants and agreements of the parties that by their terms are to be performed after the Closing shall survive until fully performed