Common use of Deposits in the Escrow Account Clause in Contracts

Deposits in the Escrow Account. (1) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 4 contracts

Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.), Escrow Agreement (Inland Residential Properties Trust, Inc.), Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)

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Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustTerra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box Escrow Agent’s address in Exhibit B designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies Subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to by the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted shall be scanned and emailed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2to DST Systems, Inc. the "Transfer Agent") Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed within 24 hours of receipt by the Company, Escrow Agent. The Escrow Agent shall also deliver the Dealer Manager and the Dealers to make checks for subscriptions payable original subscription agreements to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Transfer Agent. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall delete the appropriate account from the records maintained by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares and (v) the Sharesstate of residence. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 4 contracts

Samples: Escrow Agreement (Terra Income Fund 6, Inc.), Escrow Agreement (Terra Income Fund 6, Inc.), Escrow Agreement (Terra Income Fund 6, Inc.)

Deposits in the Escrow Account. (1) Until such time as the Company has received the Primary Minimum3.1 Upon receipt, the Primary Subscribers will Issuer shall promptly deposit all monies received from investors with the Escrow Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, the Dealer Manager and the Dealers to make form of checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereofmoney orders. Checks All checks or money orders in payment for deposited into the purchase price of Shares Escrow Account shall be remitted made payable to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, Escrow Agent. Any check or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good money order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares payable other than to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, required hereby shall be returned to the extent that payments are remitted prospective purchasers, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below, or other documents delivered therewith) within five (5) business days following receipt of such check by the Processing Escrow Agent, the Processing Agent will promptly furnish and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. The Deposited Proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the purchasers of the securities. 3.2 The Deposited Proceeds shall be invested in an obligation that constitutes a list detailing information regarding those subscriptions "deposit" as set forth that term is defined in Exhibit B.Section (3)(1) of the Federal Deposit Insurance Act; (2) Until such time as 3.3 Simultaneously with each deposit into the Company has received the Tennessee MinimumEscrow Account, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to Issuer shall inform the Escrow Agent of the name and address of the prospective purchaser, the number of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively, the "Subscription Information"). 3.4 The Escrow Account shall not be required to accept for deposit into the Escrow AccountAccount checks which are not accompanied by the appropriate Subscription Information. (3) Until such time as 3.5 Interest or dividends earned on the Company has received the Ohio MinimumDeposited Proceeds, the Ohio Subscribers will be instructed by the Companyif any, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the Deposited Proceeds are released in accordance with the provisions of Section 4 of the Escrow Agreement. If the Deposited Proceeds are released to a purchaser of the shares, the purchaser shall receive interest or dividends earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account are released to the Company, any interest or dividends earned on such funds are disbursed up to the date of release may be released to the Company. 3.6 The Issuer shall deposit the certificate(s) representing the shares sold (the "Deposited Securities") directly into the Escrow Account promptly upon issuance, which certificates or other documents evidencing such shares shall identify the purchaser of the shares. 3.7 The Deposited Securities shall be held for the sole benefit of the purchasers. No transfer or other disposition of Deposited Securities held in the Escrow Account or any interest related to such Deposited Securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. 3.8 The Escrow Agent shall refund any portion of the Deposited Proceeds prior to disbursement of the Deposited Proceeds in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company 4 hereof upon instruction in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained signed by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountIssuer.

Appears in 3 contracts

Samples: Escrow Agreement (Norcan Ventures Inc), Escrow Agreement (New Tech Ventures Inc), Escrow Agreement (Northtech Ventures Inc)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary MinimumMinimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Diversified Real Estate Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES DIVERSIFIED REAL ESTATE TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee MinimumMinimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Diversified Real Estate Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks subscriptions for subscriptions payable Shares resulting in gross offering proceeds equal to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or Pennsylvania Minimum Offering Amount and funds are distributed from the Dealer Manager or Dealers transmitting monies from Ohio SubscribersEscrow Account in accordance with Section 2(b)(3) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimumand 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Diversified Real Estate Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares will furnish to the Escrow Agent for deposit into the Escrow Account.a list detailing information regarding those subscriptions as set forth in Exhibit B. (64) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Inland Diversified Real Estate Trust, Inc.), Escrow Agreement (Inland Diversified Real Estate Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as the Company has received the Primary Minimum3.1 Upon receipt, the Primary Subscribers will Issuer shall promptly deposit all monies received from investors with the Escrow Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, the Dealer Manager and the Dealers to make form of checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereofmoney orders. Checks All checks or money orders in payment for deposited into the purchase price of Shares Escrow Account shall be remitted made payable to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, Escrow Agent. Any check or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good money order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares payable other than to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, required hereby shall be returned to the extent that payments are remitted prospective purchasers, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below, or other documents delivered therewith) within five (5) business days following receipt of such check by the Processing Escrow Agent, the Processing Agent will promptly furnish and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. The Deposited Proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the purchasers of the securities. 3.2 The Deposited Proceeds shall be invested in an obligation that constitutes a list detailing information regarding those subscriptions "deposit" as set forth that term is defined in Exhibit B.Section (3)(1) of the Federal Deposit Insurance Act; (2) Until such time as 3.3 Simultaneously with each deposit into the Company has received the Tennessee MinimumEscrow Account, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to Issuer shall inform the Escrow Agent of the name and address of the prospective purchaser, the number of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively, the "Subscription Information"). 3.4 The Escrow Account shall not be required to accept for deposit into the Escrow AccountAccount checks which are not accompanied by the appropriate Subscription Information. (3) Until such time as 3.5 Interest or dividends earned on the Company has received the Ohio MinimumDeposited Proceeds, the Ohio Subscribers will be instructed by the Companyif any, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds Deposited Proceeds are disbursed released in accordance with the provisions of Section 3(b). Prior to disbursement 4 of the funds deposited Escrow Agreement. If the Deposited Proceeds are released to a purchaser of the shares, the purchaser shall receive interest or dividends earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Account are returned released to the Escrow Agent for nonpayment prior Company, any interest or dividends earned on such funds up to the funds being disbursed in accordance with Section 3(b), date of release may be released to the Escrow Agent Company. 3.6 The Issuer shall promptly notify deposit the Processing Agent and certificate(s) representing the Company in writing via mail, electronic mail or facsimile of such nonpayment, and shares sold (the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i"Deposited Securities") the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received directly into the Escrow AccountAccount promptly upon issuance, which certificates or other documents evidencing such shares shall identify the purchaser of the shares. 3.7 The Deposited Securities shall be held for the sole benefit of the purchasers. No transfer or other disposition of Deposited Securities held in the Escrow Account or any interest related to such Deposited Securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder.

Appears in 2 contracts

Samples: Escrow Agreement (Worldwide Tech Inc), Escrow Agreement (Intertech Ventures Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Industrial Property Trust Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the P.O. Box designated within Escrow Agent until the Subscription Agreement for Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers (“Non-Ohio Subscribers”), or until the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio Subscribers, or after the Ohio Minimum Offering has been achieved, in the case of Ohio Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such fundschecks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non-Ohio Subscribers, or until the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers. After the Minimum Offering has been achieved, with respect to Non-Ohio Subscribers, or after the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance Minimum Offering, with Section 3(b)respect to Non-Ohio Subscribers, or prior to raising the Ohio Minimum Offering, with respect to Ohio Subscribers, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Industrial Property Trust Inc.), Escrow Agreement (Industrial Property Trust Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumOffering, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Credit Income Fund 2017 T.” When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent, Company and Dealer Manager shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Escrow Agent shall cause the Processing Agent will, except as otherwise specified herein, to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Escrow Agent shall cause the Processing Agent will to delete the appropriate account from the records maintained by the Processing Agent. The Escrow Agent shall cause the Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Carey Credit Income Fund 2018 T), Escrow Agreement (Carey Credit Income Fund 2017 T)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary Minimum$2M Minimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Real Estate Income Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES REAL ESTATE INCOME TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee Minimum$20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Real Estate Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Ohio Minimum$20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Real Estate Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (4) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Pennsylvania Minimum$75M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(3) and 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Real Estate Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares furnish to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held a list detailing information regarding those subscriptions as set forth in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.Exhibit B.

Appears in 2 contracts

Samples: Escrow Agreement (Inland Real Estate Income Trust, Inc.), Escrow Agreement (Inland Real Estate Income Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Independence Mortgage Trust, Inc.or a recognizable contraction or abbreviation thereof. Checks or money orders in payment Completed subscription agreements and Instruments of Payment for the purchase price of Shares shall be remitted to the P.O. Box address designated within the Subscription Agreement for the receipt of such funds, agreements and drafts, wires, or Automated ClearingHouse (ACH) payments Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be transmitted directly returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When the Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow AccountAgent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials; the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2, 3 or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the number of Shares purchased by such Subscribersubscriber, and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Independence Mortgage Trust, Inc.), Escrow Agreement (Independence Mortgage Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (1“Subscribers”) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustNexPoint Capital, Inc.” or a any recognizable contraction or abbreviation thereof. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares subscription amount shall be remitted to the P.O. Box designated within Transfer Agent at the Subscription Agreement for address set forth in the receipt of such fundssubscription agreement. The Dealer Manager, and draftsthe Company or their respective agents, wiresas applicable, or Automated ClearingHouse (ACH) payments shall be transmitted directly remit to the Escrow AccountAgent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Processing Escrow Agent will, except as otherwise specified herein, represents that the Transfer Agent will promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish All instruments of payment delivered to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will pursuant hereto shall be instructed deposited by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit within one (1) business day of receipt thereof into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the funds such Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(b)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Processing Agent Dealer Manager and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 2 contracts

Samples: Escrow Agreement (NexPoint Capital, Inc.), Escrow Agreement (NexPoint Capital, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Green Realty Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Selected Dealer from the subscriber, Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by noon of the next business day following receipt of the check and subscription agreement. When, pursuant to Selected Dealer’s internal supervisory procedures, Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by noon of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by noon of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be promptly returned to the rejected subscriber. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box Escrow Agent’s address in Exhibit B designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies Subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to by the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUSTshall be scanned and emailed by the Escrow Agent to Phoenix American Financial Services, INC.” or such similar designation as the parties may agree Inc. (the “Transfer Agent”) within 24 hours of receipt by the Escrow Account”)Agent. Further, The Escrow Agent shall also deliver the original subscription agreements to the extent that payments are remitted Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will in a manner in which they may be instructed by separately accounted for so that the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order requirements of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment Section 3 of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall delete the appropriate account from the records maintained by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares, and (v) the Sharesstate of residence. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Green Realty Trust, Inc.), Escrow Agreement (Green Realty Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., Escrow Agent for Inland Residential CNL Healthcare Properties TrustII, Inc.” or any variation thereof permitting deposit in the Escrow Account if accompanied by a recognizable contraction or abbreviation thereofcorresponding subscription agreement. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the P.O. Box Processing Agent at the address designated within the Subscription Agreement for the receipt of such agreements and funds, ; and drafts, wires, drafts or Automated ClearingHouse (ACH) payments wires shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or other Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or in the Escrow Account no later than the end of the business day on which such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments monies are remitted received by the Processing Agent, . Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent will promptly furnish no later than the close of business on the first business day following their receipt by the Dealer; provided, however, if the Dealer receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by the close of business on the first business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Processing Agent by the close of business on the first business day after their receipt by the Final Review Office. The Escrow Agent hereby agrees to maintain the funds contributed by Pennsylvania Subscribers and Washington Subscribers in a list detailing information regarding those subscriptions as set forth manner in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will which they may be instructed separately accounted for by the Company, records of the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will Sections 3 and 4 of this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Agent agrees to cause the Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (CNL Healthcare Properties II, Inc.), Escrow Agreement (CNL Healthcare Properties II, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustKBS Strategic Opportunity REIT II, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of Shares persons subscribing to purchase shares directly to the Escrow Agent for deposit into as provided in Section 13(b) by the end of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such Payment Instruments by the office conducting final internal supervisory review. The Escrow Account. (5) Until such time as Agent hereby agrees to maintain the Company has received the Washington Minimumfunds contributed by New York Subscribers, Pennsylvania Subscribers and Washington Subscribers will in a manner in which they may be instructed separately accounted for by the Company, records of the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent willso that the requirements of Sections 3, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment 4 and 5 of Shares to the Escrow Agent for deposit into the Escrow Account. (6) this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.), Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.)

Deposits in the Escrow Account. (1a) Until such time During the Escrow Period (as the Company has received the Primary Minimumhereinafter defined), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares Technology Platform agrees that it shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares the Securities to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agentfollowing their receipt. The Processing Agent Technology platform will maintain a written an electronic account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased Securities subscribed for, the amount paid thereof, and whether the consideration received was in the form of cash, check, draft or money order. (b) The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels. (c) Any Subscription Agreement may be rejected for any reason by the Issuer in whole or in part. The Technology Platform shall promptly notify the Escrow Agent in writing in the event of any such rejection. Upon the receipt of a payment file from the Technology Platform instructing the Escrow Agent to return funds, the Escrow Agent shall promptly return funds tendered by such Subscriber, less any incoming or outgoing fees associated with a wire or check and without deduction or payment of interest. (iiid) Escrow Agent reserves the amount paid by such right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of the Escrow Agent, in its sole and absolute discretion, or (ii) for which the Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for the Shares. Until Escrow Agent to accept or hold the applicable Subscriber’s funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into as the Escrow AccountAgent due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. The Escrow Agent shall promptly inform Issuer of any such return or rejection.

Appears in 2 contracts

Samples: Escrow Agreement (Seismic Capital Co), Escrow Agreement (Virtuoso Surgical, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the CompanyEscrow Period, the Dealer Manager and will promptly deliver, but in no event later than noon of the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the next business day following receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from by the Dealer Manager or other Dealers transmitting monies and subscriptions from Primary Subscribers) subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to and the Escrow Agent a list detailing information regarding those subscriptions as set forth shall deposit and hold in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all Account any monies received in good order directly from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent for deposit by noon on the next business day after their receipt by the Final Review Office. All monies deposited into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits Account shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic e-mail or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agentpayment. The Processing Agent will has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the number and class of Shares purchased by such Subscriber, subscriber; and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received deposited into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Owl Rock Technology Income Corp.), Escrow Agreement (Owl Rock Core Income Corp.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Core Office Income REIT, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase Shares directly to the Escrow Agent as provided for deposit into in Section 11(2) within the time periods required by Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The Escrow Account. (5) Until such time as Agent hereby agrees to maintain the Company has received the Washington Minimum, Washington Subscribers will be instructed funds contributed by the Company, Pennsylvania Subscribers in a manner in which they may be separately accounted for by the Dealer Manager and records of the Dealers to make checks for subscriptions payable to Transfer Agent so that the order requirements of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment Section 3 of Shares to the Escrow Agent for deposit into the Escrow Account. (6) this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to the Transfer Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Wells Core Office Income Reit Inc), Escrow Agreement (Wells Core Office Income Reit Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers Intermediary Manager will be instructed promptly deliver, but in no event later than noon of the next business day following receipt by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Intermediary Manager or other Dealers transmitting monies and subscriptions from Primary Subscribers) subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit into in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Intermediary Manager receives subscription agreements and checks at a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree branch office and final supervisory review is conducted at a different location (the “Escrow AccountFinal Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent by noon on the next business day after their receipt by the Final Review Office. Further, to To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Intermediary Manager or a Dealer, the Processing Agent Agent, the Company, the Intermediary Manager or a Dealer, as applicable, will promptly furnish to the Escrow Agent a list detailing information regarding those such subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all A. All monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit deposited into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits Account shall be held in the Escrow Account and invested as set forth in Section 3 until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic e-mail or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agentpayment. The Processing Agent will has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the number and class of Shares purchased by such Subscriber, subscriber; and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Intermediary Manager will be entitled to any principal funds received deposited into the Escrow Account. The Company, Processing Agent or the Intermediary Manager shall furnish to the Escrow Agent with each delivery of an Instrument of Payment, a list of the Subscribers who have paid for the Shares showing the name, address, tax identification number, amount and class of Shares subscribed for and the amount paid and deposited with the Escrow Agent. This information comprising the identity of Subscribers shall be provided to the Escrow Agent in the format set forth on Exhibit A. All Subscriber Funds so deposited shall not be subject to any liens or charges by the Company, the Intermediary Manager or the Escrow Agent, or judgments or creditors’ claims against the Company, until released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Subscriber Funds on deposit in the Escrow Account and no such funds shall become the property of the Company except when released to the Company pursuant to this Escrow Agreement. The Company, the Intermediary Manager and the Escrow Agent will treat all Subscriber information as confidential. The Escrow Agent shall not be required to accept any funds from Subscribers that are not accompanied by the information on the List of Subscribers.

Appears in 1 contract

Samples: Escrow Agreement (Nuveen Churchill Private Capital Income Fund)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Watermark Investors 2 Incorporated”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Escrow Agent will, except as otherwise specified herein, shall cause the Transfer Agent to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Processing Transfer Agent. The Processing Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors 2 Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustKBS Legacy Partners Apartment REIT, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of Shares persons subscribing to purchase shares directly to the Escrow Agent for deposit into as provided in Section 12(2) within the time periods required by Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The Escrow Account. (5) Until such time as Agent hereby agrees to maintain the Company has received the Washington Minimum, Washington Subscribers will be instructed funds contributed by the Company, the Dealer Manager Pennsylvania Subscribers and the Dealers to make checks Tennessee Subscribers, in a manner in which they may be separately accounted for subscriptions payable to by the order records of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Inc.Empire REIT.or a recognizable contraction or abbreviation thereof. Checks Completed subscription agreements and checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box address designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company or the Dealer Manager, the Processing Agent, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B . The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the number of Shares purchased by such Subscribersubscriber, and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Empire American Realty Trust Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Logistics Property Trust Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the P.O. Box designated within Escrow Agent until the Subscription Agreement for Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such fundschecks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance Minimum Offering, with Section 3(b)respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid IRS Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Code, as then in effect. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary Minimum$2M Minimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties TrustReal Estate Income Trust II, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUSTREAL ESTATE INCOME TRUST II, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee Minimum$20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties TrustReal Estate Income Trust II, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks subscriptions for subscriptions payable Shares resulting in gross offering proceeds equal to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or $12.5M Minimum Offering Amount and funds are distributed from the Dealer Manager or Dealers transmitting monies from Ohio SubscribersEscrow Account in accordance with Section 2(b)(3) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimumand 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties TrustReal Estate Income Trust II, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares furnish to the Escrow Agent for deposit into the Escrow Account.a list detailing information regarding those subscriptions as set forth in Exhibit B. (64) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Inland Real Estate Income Trust II, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumOffering, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Credit Income Fund 2021”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward the check to the Escrow Agent. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent, Company and Dealer Manager shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Guggenheim Credit Income Fund 2021)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustCorporate Property Associates 18 – Global Incorporated”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Escrow Agent will, except as otherwise specified herein, shall cause the Transfer Agent to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Processing Transfer Agent. The Processing Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Corporate Property Associates 18 Global Inc)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary MinimumMinimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Monthly Income Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES MONTHLY INCOME TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee MinimumMinimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Monthly Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks subscriptions for subscriptions payable Shares resulting in gross offering proceeds equal to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or Pennsylvania Minimum Offering Amount and funds are distributed from the Dealer Manager or Dealers transmitting monies from Ohio SubscribersEscrow Account in accordance with Section 2(b)(3) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimumand 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Monthly Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares furnish to the Escrow Agent for deposit into the Escrow Account.a list detailing information regarding those subscriptions as set forth in Exhibit B. (64) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Inland Monthly Income Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Logistics Property Trust Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the P.O. Box designated within Escrow Agent until the Subscription Agreement for Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers and Pennsylvania Subscribers (“Non-Ohio/Pennsylvania Subscribers”), or until the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania Subscribers, or after the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers or Pennsylvania Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such fundschecks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania Subscribers, or until the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers. After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania Subscribers, or after the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance Minimum Offering, with Section 3(b)respect to Non-Ohio/Pennsylvania Subscribers, or prior to raising the Ohio Minimum Offering or Pennsylvania Subscribers, as applicable, with respect to Ohio Subscribers or Pennsylvania Subscribers, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Industrial Property REIT Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer to the P.O. Box designated within Escrow Agent or, after the Subscription Agreement for Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will transmit such fundssubscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance with Section 3(b)Minimum Offering, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Property Reit Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the CompanyEscrow Period, the Dealer Manager and will promptly deliver, but in no event later than noon of the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the next business day following receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from by the Dealer Manager or other Dealers transmitting monies and subscriptions from Primary Subscribers) subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to and the Escrow Agent a list detailing information regarding those subscriptions as set forth shall deposit and hold in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all Account any monies received in good order directly from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent for deposit by noon on the next business day after their receipt by the Final Review Office. All monies deposited into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits Account shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic e-mail or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and payment. The Escrow Agent agrees to cause the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the number of Shares purchased by such Subscriber, subscriber; and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received deposited into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Owl Rock Capital Corp II)

Deposits in the Escrow Account. (1) Until such time as 3.1 All amounts received from prospective purchasers of the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted deposited in the Escrow Account, which amounts shall be in the form of checks (for U.S. funds), or wire transfers representing the payment of money. Wire transfers to the P.O. Box designated Escrow Account shall be sent pursuant to the following instructions: Bank: State Street Bank and Trust Company ABA #: 000-000-000 Attn: Corporate Trust Division DDA #: 9903-9901 Ref.: Escrow Account for New Colony Equity Income Fund All checks deposited into the Escrow Account shall be made payable to "STATE STREET BANK AND TRUST COMPANY - ESCROW ACCOUNT FOR NEW COLONY EQUITY INCOME FUND". Any check payable other than as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Best Efforts Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by United States mail within the Subscription Agreement for the five (5) business days following receipt of such fundscheck by the Escrow Agent, and drafts, wires, or Automated ClearingHouse (ACH) payments such check shall be transmitted directly deemed not to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares have been delivered to the Escrow Agent for pursuant to the terms of this Agreement. No promissory note or notes shall be delivered to or accepted by the Escrow Agent. 3.2 Simultaneously with each deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted Best Efforts Underwriter (or the Issuer, if such deposit is made by the Processing Agent, the Processing Agent will promptly furnish to Issuer) shall inform the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as writing of the Company has received name and address of the Tennessee Minimumprospective purchaser, the Tennessee Subscribers will be instructed number of Shares subscribed for by such purchaser, and the Companyaggregate dollar amount of such subscription (collectively, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, "Subscription Information"). 3.3 The Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent shall not accept for deposit into the Escrow Account. Account checks that are not (3i) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed drawn on U.S. funds and (ii) accompanied by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held deemed deposited in the Escrow Account until the funds Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or wire transfer, except during the Escrow Agent's regular banking hours, which are disbursed in accordance with Section 3(b). Prior 9:00 a.m. to disbursement of the funds 5:00 p.m. Boston, MA time. 3.5 Amounts deposited in the Escrow AccountAccount that have cleared the banking system and have been collected by the Escrow Agent, the funds shall not be subject to claims together with any investment income or proceeds received by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled investment thereof from time to any principal funds received into the Escrow Account.time pursuant

Appears in 1 contract

Samples: Escrow Agreement (New Colony Investment Trust)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., Escrow Agent for Inland Residential Properties Trust, Inc.ORCC II LLC” or any variation thereof permitting deposit in the Escrow Account if accompanied by a recognizable contraction or abbreviation thereofcorresponding subscription agreement. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the P.O. Box Processing Agent at the address designated within the Subscription Agreement for the receipt of such agreements and funds, ; and drafts, wires, drafts or Automated ClearingHouse (ACH) payments wires shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or other Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or in the Escrow Account no later than the end of the business day on which such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments monies are remitted received by the Processing Agent, . Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent will promptly furnish no later than the close of business on the first business day following their receipt by the Dealer; provided, however, if the Dealer receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed Final Review Office by the Company, close of business on the Dealer Manager first business day following their receipt by the branch office and the Dealers Final Review Office shall review the subscription agreements and check to make checks for subscriptions payable ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, close of business on the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed first business day after their receipt by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Final Review Office. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Agent agrees to cause the Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Owl Rock Capital Corp II)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Industrial Logistics Realty Trust Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the P.O. Box designated within Escrow Agent until the Subscription Agreement for Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such fundschecks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance Minimum Offering, with Section 3(b)respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid IRS Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Code, as then in effect. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Logistics Realty Trust Inc.)

Deposits in the Escrow Account. (1a) Until such time During the Escrow Period (as the Company has received the Primary Minimumhereinafter defined), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares Technology Platform agrees that it shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares the Securities to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agentfollowing their receipt. The Processing Agent Technology platform will maintain a written an electronic account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased Securities subscribed for, the amount paid thereof, and whether the consideration received was in the form of cash, check, draft or money order. (b) The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels. (c) Any Subscription Agreement may be rejected for any reason by the Issuer in whole or in part. The Technology Platform shall promptly notify the Escrow Agent in writing in the event of any such rejection. Upon the receipt of a payment file from the Technology Platform instructing the Escrow Agent to return funds, the Escrow Agent shall promptly return funds tendered by such Subscriber, less any incoming or outgoing fees associated with a wire or check and without deduction or payment of interest. (iiid) Escrow Agent reserves the amount paid by such right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (antimoney laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of the Escrow Agent, in its sole and absolute discretion, or (ii) for which the Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for the Shares. Until Escrow Agent to accept or hold the applicable Subscriber’s funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into as the Escrow AccountAgent due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. The Escrow Agent shall promptly inform Issuer of any such return or rejection.

Appears in 1 contract

Samples: Escrow Agreement (Seismic Capital Co)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers Benefit Plan Investors subscribing to purchase Class T Shares will be instructed by the Company, the Dealer Manager and the Dealers broker dealers or registered investment advisors to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustKBS Strategic Opportunity REIT II, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment aggregate purchase price for the Class T Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of Benefit Plan Investors subscribing to purchase the Class T Shares directly to the Escrow Agent for deposit into the Escrow Account. (5as provided in Section 10(b) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Companyend of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the Dealer Manager and end of the Dealers to make checks for subscriptions payable to next business day following receipt of any such Payment Instruments by the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) office conducting final internal supervisory review. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the Benefit Plan Investor name and aggregate purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription from Benefit Plan Investors for the purchase of Class T Shares, the Company will determine whether the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check or wire the funds and all interest, if any, earned thereon, of any Benefit Plan Investors whose subscription for the purchase of Class T Shares has been rejected since the commencement of the offer of the Class T Shares pursuant to the Offering, provided that the Escrow Agent shall note return such Benefit Plan Investor’s funds unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the Benefit Plan Investor. The Processing Agent will maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the SubscriberBenefit Plan Investor’s name and address, ; (ii) the number of Shares purchased by such Subscriber, and Benefit Plan Investor’s social security number; (iii) the number of Class T Shares to be purchased by such Benefit Plan Investor based on the purchase price of the Class T Shares in effect on the date the Processing Agent confirms that the subscription was received in good order and the Company determined to accept the subscription; and (iv) the aggregate amount paid by such Subscriber Benefit Plan Investor for the such Class T Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.)

Deposits in the Escrow Account. (1) Until such time as 2.1 All amounts received from prospective purchasers of the Company has received Units after the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares Initial Closing shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, which amounts shall be in the funds form of checks, cash, or wire transfers representing the payment of money. All checks deposited into the Escrow Account shall not be subject made payable to claims by creditors of the “American Stock Transfer & Trust Company or any of its affiliatesas Escrow Agent for Stratus Services Group, Inc.”. If any of the instruments of payment are returned Any check payable other than to the Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter as soon as practicable following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 2.2 Simultaneously with each deposit into the Escrow Account, the Underwriter shall inform the Escrow Agent by written confirmation slip of the name and address of the prospective purchaser, the social security number or federal taxpayer identification number of the prospective purchaser, the number of Shares subscribed for nonpayment by such purchaser, and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”). 2.3 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check, cash or wire transfer, except during the Escrow Agent’s regular banking hours. Any check or cash not received prior to 1:00 p.m. may be deposited the funds being disbursed following business day. 2.4 Amounts deposited in the Escrow Account which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the “Escrow Fund.” 2.5 The Escrow Agent shall refund any portion of the Escrow Fund prior to disbursement of the Escrow Fund in accordance with Section 3(b), 3 hereof upon instructions in writing signed by both the Escrow Agent shall promptly notify the Processing Agent Issuer and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountUnderwriter. 2.6 ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE PROSPECTIVE PURCHASERS OF THE SHARES ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER UNTIL RELEASED TO THE UNDERWRITER IN ACCORDANCE WITH SECTION 3.1 HEREOF.

Appears in 1 contract

Samples: Escrow Agreement (Stratus Services Group Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB People’s United Bank, as Escrow Agent for Inland Residential Properties TrustPlymouth Opportunity REIT, Inc.” The Completed subscription agreements and Payment Instruments for the purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to and the Escrow Agent for deposit into the Escrow Account. (5as provided in Section 12(b) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Companyend of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the Dealer Manager end of the next business day following receipt of any such Payment Instruments by the office conducting final internal supervisory review. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Dealers to make checks Tennessee Subscribers in a manner in which they may be separately accounted for subscriptions payable to by the order records of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Processing Agent shall fax or scan a listing of the subscriber name and purchase price to Escrow Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments Payment Instruments received by the Escrow Agent prior to receipt of payment the Break Escrow Affidavit (as described below) are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Plymouth Opportunity REIT Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustKBS Legacy Partners Apartment REIT, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment of Shares purchase price shall be remitted directly to the Escrow Agent for deposit into as provided in Section 12(2). The Escrow Agent hereby agrees to maintain the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed funds contributed by the Company, the Dealer Manager Pennsylvania Subscribers and the Dealers to make checks Tennessee Subscribers, in a manner in which they may be separately accounted for subscriptions payable to by the order records of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the CompanyEscrow Period, the Dealer Manager and will promptly deliver, but in no event later than noon of the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the next business day following receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from by the Dealer Manager or other Dealers transmitting monies and subscriptions from Primary Subscribers) subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to and the Escrow Agent a list detailing information regarding those subscriptions as set forth shall deposit and hold in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all Account any monies received in good order directly from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent for deposit by noon on the next business day after their receipt by the Final Review Office. All monies deposited into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits Account shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic e-mail or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and payment. The Escrow Agent agrees to cause the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the number and class of Shares purchased by such Subscriber, subscriber; and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received deposited into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Owl Rock Technology Income Corp.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumOffering, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Credit Income Fund — I”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent, Company and Dealer Manager shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Escrow Agent shall cause the Processing Agent will, except as otherwise specified herein, to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Escrow Agent shall cause the Processing Agent will to delete the appropriate account from the records maintained by the Processing Agent. The Escrow Agent shall cause the Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Credit Income Fund - I)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumOffering, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Credit Income Fund 2019”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward the check to the Escrow Agent. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent, Company and Dealer Manager shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Guggenheim Credit Income Fund 2019)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustCarey Watermark Investors 2 Incorporated”. When x Xxxler’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription 2 `` Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Escrow Agent will, except as otherwise specified herein, shall cause the Transfer Agent to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Processing Transfer Agent. The Processing Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors 2 Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (1“Subscribers”) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent N.A., as escrow agent for Inland Residential Properties NexPoint Hospitality Trust, Inc.” or a any recognizable contraction or abbreviation thereof. Checks Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or money orders “UMB Bank, N.A., as escrow agent for NexPoint Hospitality Trust, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding $50,000,000 for Pennsylvania Subscribers, including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the purchase price of Shares subscription amount shall be remitted to the P.O. Box designated within Escrow Agent at the Subscription Agreement for address set forth in the receipt of such fundssubscription agreement. The Dealer Manager, and drafts, wiresthe Participating Broker-Dealer, or Automated ClearingHouse their respective agents, as applicable (ACH) payments the “Processing Broker-Dealer”), shall be transmitted directly remit to the Escrow AccountAgent the instruments of payment and the subscription agreements: (i) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which instruments of payment and subscription agreements are received from Subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the instruments of payment and subscription agreements to the Escrow Agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), instruments of payment and subscription agreements will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Processing Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such instructions of payment and subscription agreements to the Escrow Agent willor, except as otherwise specified hereinafter the Minimum Offering Requirement has been satisfied, to the Company or its designated agent. The Escrow Agent represents that it will promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish All instruments of payment delivered to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will pursuant hereto shall be instructed deposited by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit within one (1) business day of receipt thereof into the Escrow Account. (3) Until such time as . The Escrow Agent hereby agrees to maintain the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed funds contributed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania and any Other Subscribers) in a manner in which they may be separately accounted for so that the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will Section 3 of this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the funds such Investor Funds are promptly disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(b)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Processing Agent Dealer Manager and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Escrow Agreement (NexPoint Hospitality Trust, Inc.)

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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (1“Subscribers”) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustNexPoint Capital, Inc.” or a any recognizable contraction or abbreviation thereof. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares subscription amount shall be remitted to the P.O. Box designated within Transfer Agent at the Subscription Agreement for address set forth in the receipt of such fundssubscription agreement. The Dealer Manager, and draftsthe Company or their respective agents, wiresas applicable, or Automated ClearingHouse (ACH) payments shall be transmitted directly remit to the Escrow AccountAgent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by the end of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Processing Escrow Agent will, except as otherwise specified herein, represents that the Transfer Agent will promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish All instruments of payment delivered to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will pursuant hereto shall be instructed deposited by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit within one (1) business day of receipt thereof into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the funds such Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(b)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Processing Agent Dealer Manager and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Escrow Agreement (NexPoint Capital, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary Minimumapplicable Escrow Period, the Primary Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustKBS Growth & Income REIT, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of Shares persons subscribing to purchase shares directly to the Escrow Agent for deposit into the Escrow Account. (5as provided in Section 12(b) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Companyend of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the Dealer Manager and end of the Dealers to make checks for subscriptions payable to next business day following receipt of any such Payment Instruments by the order of “UMB Bank, as office conducting final internal supervisory review. The Escrow Agent hereby agrees to maintain the funds contributed by Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers in a manner in which they may be separately accounted for Inland Residential Properties Trust, Inc.” The by the records of the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Section 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)Sections 3 and 4. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to disbursement of the funds being disbursed deposited in accordance with Section 3(b)the Escrow Account, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check or wire the funds and all interest, if any, earned thereon, of any Subscriber whose subscription has been rejected since the commencement of the Offering, provided that the Escrow Agent shall not return such subscriber’s funds unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the subscriber. The Processing Agent will maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Growth & Income REIT, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Terra Fixed Income Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box Escrow Agent’s address in Exhibit B designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies Subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to by the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted shall be scanned and emailed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2to ACS Securities Services, Inc. the "Transfer Agent") Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed within 24 hours of receipt by the Company, Escrow Agent. The Escrow Agent shall also deliver the Dealer Manager and the Dealers to make checks for subscriptions payable original subscription agreements to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Transfer Agent. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall delete the appropriate account from the records maintained by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares and (v) the Sharesstate of residence. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Terra Fixed Income Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary MinimumMinimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Core Assets Real Estate Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES CORE ASSETS REAL ESTATE TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee MinimumMinimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Core Assets Real Estate Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks subscriptions for subscriptions payable Shares resulting in gross offering proceeds equal to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or Pennsylvania Minimum Offering Amount and funds are distributed from the Dealer Manager or Dealers transmitting monies from Ohio SubscribersEscrow Account in accordance with Section 2(b)(3) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimumand 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Core Assets Real Estate Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares will furnish to the Escrow Agent for deposit into the Escrow Account.a list detailing information regarding those subscriptions as set forth in Exhibit B. (64) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Inland Core Assets Real Estate Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Industrial Property REIT Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within Escrow Agent at the Subscription Agreement address as provided for the receipt of such fundsin Section 10(2), and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance with Section 3(b)Minimum Offering, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Property Reit Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustCorporate Property Associates 18 — Global Incorporated”. When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Escrow Agent will, except as otherwise specified herein, shall cause the Transfer Agent to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Processing Transfer Agent. The Processing Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Corporate Property Associates 18 Global Inc)

Deposits in the Escrow Account. (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Primary Minimum$2M Minimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Retail Properties TrustTrust V, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL RETAIL PROPERTIES TRUSTTRUST V, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Tennessee Minimum$20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Retail Properties TrustTrust V, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.. Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks subscriptions for subscriptions payable Shares resulting in gross offering proceeds equal to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or $12.5M Minimum Offering Amount and funds are distributed from the Dealer Manager or Dealers transmitting monies from Ohio SubscribersEscrow Account in accordance with Section 2(b)(3) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimumand 2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Retail Properties TrustTrust V, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as . Further, to the Company has received the Washington Minimum, Washington Subscribers will be instructed extent that payments are remitted by the CompanyProcessing Agent, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares furnish to the Escrow Agent for deposit into the Escrow Account.a list detailing information regarding those subscriptions as set forth in Exhibit B. (64) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Inland Retail Properties Trust V, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB "People’s United Bank, as Escrow Agent for Inland Residential Properties TrustPlymouth Opportunity REIT, Inc.” The " Completed subscription agreements and Payment Instruments for the purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to and the Escrow Agent for deposit into the Escrow Account. (5as provided in Section 12(b) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Companyend of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the Dealer Manager end of the next business day following receipt of any such Payment Instruments by the office conducting final internal supervisory review. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Dealers to make checks Tennessee Subscribers in a manner in which they may be separately accounted for subscriptions payable to by the order records of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The the Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from so that the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Processing Agent shall fax or scan a listing of the subscriber name and purchase price to Escrow Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments Payment Instruments received by the Escrow Agent prior to receipt of payment the Break Escrow Affidavit (as described below) are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the subscriber’s social security number; (iii) the number of Shares purchased by such Subscriber, subscriber; and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Plymouth Opportunity REIT Inc.)

Deposits in the Escrow Account. (1) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b2(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Watermark Investors Incorporated.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Selected Dealer from the subscriber, Inc.” Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to Selected Dealer’s internal supervisory procedures, Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit scanned and emailed by the Escrow AccountAgent to Phoenix American Financial Services, as applicable, in Inc. (the amount “Transfer Agent”) within 24 hours of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained receipt by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, also deliver the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled original subscription agreements to any principal funds received into the Escrow Account.the

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Independence Realty Trust, Inc..or a recognizable contraction or abbreviation thereof. Checks or money orders in payment Completed subscription agreements and Instruments of Payment for the purchase price of Shares shall be remitted to the P.O. Box address designated within the Subscription Agreement for the receipt of such funds, agreements and drafts, wires, or Automated ClearingHouse (ACH) payments Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be transmitted directly returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When the Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow AccountAgent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials; the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B . The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the number of Shares purchased by such Subscribersubscriber, and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Independence Realty Trust, Inc)

Deposits in the Escrow Account. (1) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (54) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (65) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b2(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.the

Appears in 1 contract

Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (1“Subscribers”) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent N.A., as escrow agent for Inland Residential Properties NexPoint Hospitality Trust, Inc.” or a any recognizable contraction or abbreviation thereof. Checks Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or money orders “UMB Bank, N.A., as escrow agent for NexPoint Hospitality Trust, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding $33,333,333.33 for Pennsylvania Subscribers, including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the purchase price of Shares subscription amount shall be remitted to the P.O. Box designated within Escrow Agent at the Subscription Agreement for address set forth in the receipt of such fundssubscription agreement. The Dealer Manager, and drafts, wiresthe Company, or Automated ClearingHouse (ACH) payments their respective agents, as applicable, shall be transmitted directly remit to the Escrow AccountAgent (i) such instrument of payment and (ii) each Subscriber’s name, address, number and class of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Processing Escrow Agent will, except as otherwise specified herein, represents that it will promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish All instruments of payment delivered to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will pursuant hereto shall be instructed deposited by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit within one (1) business day of receipt thereof into the Escrow Account. (3) Until such time as . The Escrow Agent hereby agrees to maintain the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed funds contributed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania and any Other Subscribers) in a manner in which they may be separately accounted for so that the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will Section 3 of this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the funds such Investor Funds are promptly disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(b)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Processing Agent Dealer Manager and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Escrow Agreement (NexPoint Hospitality Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as 3.1 All amounts received from prospective purchasers of the Company has received Securities shall be deposited in the Primary MinimumEscrow Account, which amounts shall be in the Primary Subscribers form of checks, cash, or wire transfers representing the payment of money. The Underwriter will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable transmit funds to the order Escrow Agent by noon of “UMB the next business day following receipt. All checks deposited into the Escrow Account shall be made payable to, or endorse in blank to, "European American Bank, as Escrow Agent". Any check payable or endorsed other than to the Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares as required hereby shall be remitted returned to the P.O. Box designated within Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the Subscription Agreement for the next business day following receipt of such fundscheck by the Escrow Agent, and drafts, wires, or Automated ClearingHouse (ACH) payments such check shall be transmitted directly deemed not to have been delivered to the Escrow Account. Agent pursuant to the terms of this Agreement. 3.2 The Processing Agent will, except as otherwise specified herein, Underwriter and Selected Dealers agree that they shall promptly deliver all monies moneys received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) subscribers for the payment of Shares the Units to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance together with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s subscriber's name and address, (ii) the number of Shares purchased by such SubscriberUnits purchased, and (iii) the amount paid therefor, and whether the consideration received was in the form of a check, draft, or money order and the subscriber's social security or tax identification number (collectively, the Subscription Information"). All moneys so deposited in the Escrow Account are hereinafter referred to as the "Escrow Amount". 3.3 Simultaneously with each deposit into the Escrow Account made by the Underwriter, it shall deliver to the Escrow Agent a copy of the "buy ticket" setting forth the Subscription Information. 3.4 The Escrow Agent shall not be required to accept for deposit into the Escrow Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such Subscriber for payments. 3.5 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check, cash or wire transfer, except during the Shares. Until Escrow Agent's regular banking hours. 3.6 Amounts deposited in the funds Escrow Account which have cleared the banking system and have been collected by the Escrow Agent are distributed herein referred to as the "Fund". 3.7 The Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Section 3(b), neither 4 hereof upon instructions in writing signed by both the Company nor Issuer and the Dealer Manager will be entitled to any principal funds received into the Escrow AccountUnderwriter.

Appears in 1 contract

Samples: Escrow Agreement (Patcomm Corp)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Watermark Investors Incorporated.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Selected Dealer from the subscriber, Inc.” Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to Selected Dealer’s internal supervisory procedures, Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies Subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to by the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUSTshall be scanned and emailed by the Escrow Agent to Phoenix American Financial Services, INC.” or such similar designation as the parties may agree Inc. (the “Transfer Agent”) within 24 hours of receipt by the Escrow Account”)Agent. Further, The Escrow Agent shall also deliver the original subscription agreements to the extent that payments are remitted Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will in a manner in which they may be instructed by separately accounted for so that the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order requirements of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment Section 3 of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall delete the appropriate account from the records maintained by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors Inc)

Deposits in the Escrow Account. (1) Until such time as 3.1 All amounts received from prospective purchasers of the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted deposited in the Escrow Account, which amounts shall be in the form of checks (for U.S. funds), or wire transfers representing the payment of money. Wire transfers to the P.O. Box designated Escrow Account shall be sent pursuant to the following instructions: Bank: State Street Bank and Trust Company ABA #: 000-000-000 Attn: Corporate Trust Division DDA #: 9903-9901 Ref.: Escrow Account for New Colony Equity Income Fund All checks deposited into the Escrow Account shall be made payable to "STATE STREET BANK AND TRUST COMPANY - ESCROW ACCOUNT FOR NEW COLONY EQUITY INCOME FUND". Any check payable other than as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Best Efforts Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by United States mail within the Subscription Agreement for the five (5) business days following receipt of such fundscheck by the Escrow Agent, and drafts, wires, or Automated ClearingHouse (ACH) payments such check shall be transmitted directly deemed not to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares have been delivered to the Escrow Agent for pursuant to the terms of this Agreement. No promissory note or notes shall be delivered to or accepted by the Escrow Agent. 3.2 Simultaneously with each deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted Best Efforts Underwriter (or the Issuer, if such deposit is made by the Processing Agent, the Processing Agent will promptly furnish to Issuer) shall inform the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as writing of the Company has received name and address of the Tennessee Minimumprospective purchaser, the Tennessee Subscribers will be instructed number of Shares subscribed for by such purchaser, and the Companyaggregate dollar amount of such subscription (collectively, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, "SUBSCRIPTION INFORMATION"). 3.3 The Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent shall not accept for deposit into the Escrow Account. Account checks that are not (3i) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed drawn on U.S. funds and (ii) accompanied by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held deemed deposited in the Escrow Account until the funds Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or wire transfer, except during the Escrow Agent's regular banking hours, which are disbursed in accordance with Section 3(b). Prior 9:00 a.m. to disbursement of the funds 5:00 p.m. Boston, MA time. 3.5 Amounts deposited in the Escrow AccountAccount that have cleared the banking system and have been collected by the Escrow Agent, the funds shall not be subject to claims together with any investment income or proceeds received by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior from the investment thereof from time to time pursuant to Section 3.7 below, are herein referred to as the funds being disbursed "FUND." Amounts deposited in accordance with Section 3(b), the Escrow Agent shall promptly notify Account that have not cleared the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized banking system are herein referred to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account"uncollected amounts".

Appears in 1 contract

Samples: Escrow Agreement (New Colony Investment Trust)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (1“Subscribers”) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent N.A., as escrow agent for Inland Residential Properties NexPoint Multifamily Realty Trust, Inc.” or a any recognizable contraction or abbreviation thereof. Checks Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or money orders “UMB Bank, N.A., as escrow agent for NexPoint Multifamily Realty Trust, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding $50,000,000 for Pennsylvania Subscribers, including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the purchase price of Shares subscription amount shall be remitted to the P.O. Box designated within Escrow Agent at the Subscription Agreement for address set forth in the receipt of such fundssubscription agreement. The Dealer Manager, and drafts, wiresthe Company, or Automated ClearingHouse (ACH) payments their respective agents, as applicable, shall be transmitted directly remit to the Escrow AccountAgent (i) such instrument of payment and (ii) each Subscriber’s name, address, number and class of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Processing Escrow Agent will, except as otherwise specified herein, represents that it will promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish All instruments of payment delivered to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will pursuant hereto shall be instructed deposited by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit within one (1) business day of receipt thereof into the Escrow Account. (3) Until such time as . The Escrow Agent hereby agrees to maintain the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed funds contributed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania and any Other Subscribers) in a manner in which they may be separately accounted for so that the payment requirements of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will Section 3 of this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the funds such Investor Funds are promptly disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(b)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Processing Agent Dealer Manager and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Escrow Agreement (Nexpoint Multifamily Realty Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Independence Mortgage Trust, Inc.or a recognizable contraction or abbreviation thereof. Checks or money orders in payment Completed subscription agreements and Instruments of Payment for the purchase price of Shares shall be remitted to the P.O. Box address designated within the Subscription Agreement for the receipt of such funds, agreements and drafts, wires, or Automated ClearingHouse (ACH) payments Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be transmitted directly returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When the Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow AccountAgent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials; the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2 or 3, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the number of Shares purchased by such Subscribersubscriber, and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Independence Mortgage Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers Distribution Manager will be instructed promptly deliver, but in no event later than noon of the next business day following receipt by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Distribution Manager or other Dealers transmitting monies and subscriptions from Primary Subscribers) subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as in the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to and the Escrow Agent a list detailing information regarding those subscriptions as set forth shall deposit and hold in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all Account any monies received in good order directly from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Distribution Manager receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent for deposit by noon on the next business day after their receipt by the Final Review Office. All monies deposited into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits Account shall be held in the Escrow Account and invested as set forth in Section 3 until the such funds are disbursed in accordance with this Section 3(b)2. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic e-mail or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agentpayment. The Processing Agent will has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, ; (ii) the number and class of Shares purchased by such Subscriber, subscriber; and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Distribution Manager will be entitled to any principal funds received deposited into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Oaktree Strategic Credit Fund)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Logistics Property Trust Inc.” or Any Dealer receiving a recognizable contraction or abbreviation thereofcheck not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks or money orders in payment for received by the purchase price of Shares Dealer which conform to the foregoing instructions shall be remitted transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the P.O. Box designated within Escrow Agent until the Subscription Agreement for Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such fundschecks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address as provided for in Section 10(2), and drafts, wires, wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance Minimum Offering, with Section 3(b)respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB BankN.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Real Estate Investment Trust III, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) Completed subscription agreements and Payment Instruments for the payment purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase Shares directly to the Escrow Agent as provided for deposit into in Section 11(2) within the time periods required by Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The Escrow Account. (5) Until such time as Agent hereby agrees to maintain the Company has received the Washington Minimum, Washington Subscribers will be instructed funds contributed by the Company, Pennsylvania Subscribers in a manner in which they may be separately accounted for by the Dealer Manager and records of the Dealers to make checks for subscriptions payable to Transfer Agent so that the order requirements of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment Section 3 of Shares to the Escrow Agent for deposit into the Escrow Account. (6) this Agreement can be met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to the Transfer Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, applicable in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Wells Real Estate Investment Trust Iii Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Terra Secured Income Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofSelected Dealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box Escrow Agent’s address in Exhibit B designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies Subscription agreements received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to by the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted shall be scanned and emailed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2to ACS Securities Services, Inc. the "Transfer Agent") Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed within 24 hours of receipt by the Company, Escrow Agent. The Escrow Agent shall also deliver the Dealer Manager and the Dealers to make checks for subscriptions payable original subscription agreements to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Transfer Agent. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the "Escrowed Funds"), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Escrow Agent will shall delete the appropriate account from the records maintained by the Processing Escrow Agent. The Processing Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares and (v) the Sharesstate of residence. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Terra Secured Income Trust, Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumOffering, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties TrustXxxxx Credit Income Fund 2015 T.” When a Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by a Dealer from the subscriber, Inc.” the Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer’s internal supervisory procedures, the Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. The Escrow Agent, Company and Dealer Manager shall have no liability or responsibility regarding a recognizable contraction or abbreviation thereofDealer’s internal supervisory procedures. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. The Escrow Agent shall cause the Processing Agent will, except as otherwise specified herein, to promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Dealer Manager or Dealers transmitting monies moneys and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow AccountAccount (the “Escrowed Funds”), the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Escrow Agent shall cause the Processing Agent will to delete the appropriate account from the records maintained by the Processing Agent. The Escrow Agent shall cause the Processing Agent will to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Credit Income Fund 2015 T)

Deposits in the Escrow Account. (1a) Until such time as the Company has received the Primary MinimumContingency is met, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Placement Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares agrees that it shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares the Securities to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement by noon of the funds deposited in next business day following the Escrow Accountreceipt, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance together with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased securities purchased, the amount paid thereof, and whether the consideration received was in the form of a check, draft or money order, wire or ACH. (b) The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels. (c) Any Subscription Agreement may be rejected by the Company in whole or in part. The Placement Agent shall promptly notify the Escrow Agent in writing in the event of any such rejection. Upon the receipt of a payment file from the Placement Agent instructing the Escrow Agent to return funds, the Escrow Agent shall promptly return funds tendered by such Subscriber, without deduction or payment of interest under the terms of Atlantic Capital Bank process and procedures. (iiid) In the amount paid event of a withdrawal of a Subscription Agreement by a Subscriber, the Placement Agent shall promptly notify the Escrow Agent in writing that a Subscription Agreement has been withdrawn by a Subscriber. Upon the receipt of a payment file from the Placement Agent instructing Escrow Agent to return funds, the Escrow Agent shall promptly return to such Subscriber the Subscription Proceeds tendered therewith, without deduction or payment of interest under the terms of Atlantic Capital Bank process and procedures. (e) Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Trustee, in its sole and absolute discretion, or, (ii) for which the Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for the Shares. Until Escrow Agent to accept or hold the funds are distributed in accordance with Section 3(b)applicable Subscriber’s funds, neither the Company nor the Dealer Manager will be entitled to any principal funds received into as the Escrow AccountAgent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. The Escrow Agent shall promptly inform Issuer of any such return or rejection.

Appears in 1 contract

Samples: Escrow Agreement (TerraCycle US Inc.)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Inc.Empire REIT.or a recognizable contraction or abbreviation thereof. Checks or money orders in payment Completed subscription agreements and Instruments of Payment for the purchase price of Shares shall be remitted to the P.O. Box address designated within the Subscription Agreement for the receipt of such funds, agreements and drafts, wires, or Automated ClearingHouse (ACH) payments Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be transmitted directly returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When the Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow AccountAgent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials; the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B . The Processing Agent will, except as otherwise specified herein, will promptly deliver all monies received in good order from Primary Subscribers subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Primary Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) . Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the funds being disbursed in accordance with Section 3(bBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Agent will shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the number of Shares purchased by such Subscribersubscriber, and (iii) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b)Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Independence Realty Trust, Inc)

Deposits in the Escrow Account. (1) Until such time as During the Company has received the Primary MinimumEscrow Period, the Primary Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Inland Residential Properties Trust, Industrial Income Trust Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders Completed subscription agreements and checks in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within Escrow Agent at the Subscription Agreement address as provided for the receipt of such fundsin Section 12(2), and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as hereby agrees to maintain the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted funds contributed by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the New York Subscribers and Tennessee Subscribers will in a manner in which they may be instructed separately accounted for by the Company, records of the Dealer Manager Transfer Agent so that the requirements of Sections 3 and the Dealers to make checks for subscriptions payable to the order 4 of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will this Agreement can be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) met. Deposits shall be held in the Escrow Account until the such funds are disbursed in accordance with Section 3(b)this Agreement. Prior to disbursement of the funds deposited in the Escrow Account, the such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to raising the funds being disbursed in accordance with Section 3(b)Minimum Offering, the Escrow Agent shall promptly notify the Processing Transfer Agent and the Company in writing via mail, electronic mail email or facsimile of such nonpayment, and the Escrow Agent shall be is authorized to debit the Escrow Account, as applicable, Account in the amount of the such returned payment as well as any interest earned on the amount of such payment and the Processing Transfer Agent will shall delete the appropriate account from the records maintained by the Processing Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscribersubscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such Subscribersubscriber, and (iiiiv) the amount paid by such Subscriber subscriber for the such Shares. Until During the funds are distributed in accordance with Section 3(b), Escrow Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Income Trust Inc.)

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