Deposits in the Escrow Account. During the Escrow Period, 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 Terra 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the 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. During (1) Until such time as the Escrow PeriodCompany has received the Primary Minimum, persons subscribing to purchase Shares the Primary Subscribers 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 Terra Income Fund 6Inland Residential Properties Trust, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the Subscription Agreement for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed 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 to DST Systemsa list detailing information regarding those subscriptions as set forth in Exhibit B.
(2) Until such time as the Company has received the Tennessee Minimum, Inc. the "Transfer Agent") within 24 hours of receipt Tennessee Subscribers will be instructed by the Escrow Agent. The Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent shall also 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 original subscription agreements Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Transfer Agent. 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 such the funds are disbursed in accordance with this AgreementSection 3(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds 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.)
Deposits in the Escrow Account. During 3.1 Upon receipt, the Issuer shall promptly deposit all monies received from investors with the Escrow Period, persons subscribing to purchase Shares will Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, form of checks or money orders. All checks or money orders deposited into the Dealer Manager and the Selected Dealers to make checks for subscriptions Escrow Account shall be made payable to the Escrow Agent. Any check or money order of “UMB Bank, N.A., as Escrow Agent for Terra 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 payable other than 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 as required hereby 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 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 ten five (5) business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the following receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt 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. 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 "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act;
3.3 Simultaneously with each deposit into the Escrow Account, the 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 also deliver not be required to accept for deposit into the original subscription agreements to Escrow Account checks which are not accompanied by the Transfer Agent. Deposits appropriate Subscription Information.
3.5 Interest or dividends earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such funds the Deposited Proceeds are disbursed released in accordance with this the provisions of Section 4 of the Escrow Agreement. Prior 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 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 funds deposited Deposited Proceeds in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company accordance with Section 4 hereof upon instruction in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained signed by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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 (New Tech Ventures Inc), Escrow Agreement (Northtech Ventures Inc), Escrow Agreement (Norcan Ventures Inc)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6Xxxxx Global REIT, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and New York Subscribers in a manner in which they may be separately accounted for so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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 (Hines Global REIT, Inc.), Escrow Agreement (Hines Global REIT, Inc.)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6KBS Strategic Opportunity REIT, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be separately accounted for so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2 hereof. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Escrow Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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, Inc.), Escrow Agreement (KBS Strategic Opportunity REIT, Inc.)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6Green 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 the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end noon 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 noon 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 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 within ten business days from the date of rejectionsubscriber. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "“Transfer Agent"”) within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares Shares, and (v) the state of residence. During the Escrow Period, 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. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “Inland 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 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 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 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 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 “Inland 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 subscriptions for Shares resulting in gross offering proceeds equal to the Pennsylvania 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, N.A., as Escrow Agent for Terra Income Fund 6Inland Diversified Real Estate 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed 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 to DST Systems, Inc. the "Transfer Agent"a list detailing information regarding those subscriptions as set forth in Exhibit B.
(4) within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, 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 Terra Income Fund 6, Industrial Property Trust Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the 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 agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent 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. If any 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 agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, with 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 Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During 3.1 Upon receipt, the Issuer shall promptly deposit all monies received from investors with the Escrow Period, persons subscribing to purchase Shares will Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, form of checks or money orders. All checks or money orders deposited into the Dealer Manager and the Selected Dealers to make checks for subscriptions Escrow Account shall be made payable to the Escrow Agent. Any check or money order of “UMB Bank, N.A., as Escrow Agent for Terra 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 payable other than 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 as required hereby 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 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 ten five (5) business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the following receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt 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. 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 "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act;
3.3 Simultaneously with each deposit into the Escrow Account, the 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 also deliver not be required to accept for deposit into the original subscription agreements to Escrow Account checks which are not accompanied by the Transfer Agent. Deposits appropriate Subscription Information.
3.5 Interest or dividends earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such funds the Deposited Proceeds are disbursed released in accordance with this the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to disbursement a purchaser of the funds deposited 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 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 "Escrowed FundsDeposited Securities"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit ) 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 amount Escrow Account or any interest related to such Deposited Securities shall be permitted other than by will or the laws of such returned payment descent and the Escrow Agent shall delete the appropriate account from the records maintained distribution, or pursuant to a qualified domestic relations order as defined by the Escrow Agent. The Escrow Agent will maintain a written account Internal Revenue Code of each sale1986, which account shall set forthas amended, among other thingsor Title I of the Employee Retirement Income Security Act, or the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountrules thereunder.
Appears in 2 contracts
Samples: Escrow Agreement (Intertech Ventures Inc), Escrow Agreement (Worldwide Tech Inc)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Xxxxx Core Office Income Fund 6REIT, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted purchase Shares directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent"as provided for in Section 11(2) within 24 hours the time periods required by Rule 15c2-4 of receipt by the Escrow AgentSecurities Exchange Act of 1934, as amended. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers to remit the Selected Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Pathway Energy Infrastructure Fund, Inc.,” When or a Selected Dealer’s internal supervisory procedures are conducted at recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Pathway Energy Infrastructure Fund.” Completed subscription agreements and instruments of payment for the site at which the subscription agreement and check were initially received purchase price for Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of the subscriber, the Selected Dealer shall transmit the subscription agreement and check Subscribers directly to the Escrow Agent as provided in Section 12(2) by the end noon of the next business day following receipt of the check and subscription agreementany such instruments of payment. When, pursuant After subscriptions are received resulting in total minimum capital raised equal to the Selected Dealer’s internal supervisory proceduresRequired Capital and such funds are disbursed from the Escrow Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Selected Dealer’s final internal supervisory procedures are conducted at Dealer Manager. Any checks, drafts or money orders received made payable to a different location party other than the Escrow Agent (or after the Required Capital is received, made payable to a party other than the party designated by the Dealer Manager) shall be returned to the soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PATHWAY ENERGY INFRASTRUCTURE FUND, INC.” or such similar designation as the parties may agree (the “Final Review OfficeEscrow Account”), the Selected Dealer which deposit shall transmit the check and subscription agreement to the Final Review Office by the end of the next occur within one (1) business day following after the Selected DealerEscrow Agent’s receipt of the subscription agreement and check. The Final Review Office willinstrument of payment (after the Required Capital is received, a new account may be established in the name of the Company).
(2) Not later than ten (10) business days prior to any required disbursement of interest by the end of the next business day following its receipt of the subscription agreement and checkEscrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, 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 CompanyCompany will provide or cause to be provided to the Escrow Agent, then an executed IRS Form W-9 (which may be a Substitute Form W-9 as contained in the subscription agreement provided such Substitute Form W-9 is in conformity with all applicable Internal Revenue Service rules, regulations and check will be returned guidelines) (“Form W-9”), the calculation of the number of shares purchased, and purchase price remitted or other documentation containing such information sufficient to identify the rejected subscriber within ten business days from the date of rejectionrespective Subscriber. The Escrow Agent shall have no liability not be obligated to use any efforts to obtain such information from the Subscriber, the Company or responsibility the Dealer Manager. If such information regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks Subscriber is not provided to the Escrow Agent in payment for the purchase price shall be remitted to a timely manner after the Escrow Agent’s address in Exhibit B designated for the receipt of the purchase price from such agreements and fundsSubscriber, and wires or Automated ClearingHouse (ACH) payments the Company shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by cooperate with the Escrow Agent to DST Systemsreturn such funds to the soliciting dealer or other applicable party who submitted the funds, Inc. unless such information for a Subscriber is provided prior to the "Transfer Agent") within 24 hours actual return of receipt such funds by the Escrow Agent, and no interest otherwise payable shall be due or payable with respect to such funds under Section 2(b)(4) hereof. The Escrow Agent shall also deliver Account will be established and maintained in such a way as to permit the original subscription agreements to the Transfer interest income calculations described in Section 2(b)(4).
(3) The Processing Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 as agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent , will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iA) the subscriberSubscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iiiB) the number of Shares purchased by such subscriberthe Subscriber, and (ivC) the amount paid by such subscriber the Subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, escrow period neither the Company nor Company, the Dealer Manager nor the Processing Agent will be entitled to any principal funds received into the Escrow Account.
(4) The Escrow Agent agrees to promptly process for collection the instruments of payment upon deposit into the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with Sections 2(b)(1)(A)-(B) hereof. 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 the Dealer Manager or any of their affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Required Capital, the Escrow Agent shall promptly notify the Dealer Manager, the Company and the Processing Agent in writing by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment.
(5) The Company hereby directs the Escrow Agent to provide the Processing Agent with all electronic files and information needed by the Processing Agent to perform its duties as record keeper under the Agency Agreement between the Processing Agent and the Escrow Agent.
Appears in 2 contracts
Samples: Escrow Agreement (Pathway Energy Infrastructure Fund, Inc.), Escrow Agreement (Pathway Energy Infrastructure Fund, Inc.)
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6CNL Healthcare Properties II, Inc.” When or any variation thereof permitting deposit in the Escrow Account if accompanied by a Selected Dealer’s internal supervisory procedures are conducted corresponding subscription agreement. Completed subscription agreements and checks in payment 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 at the site at which address designated for the subscription agreement receipt of such agreements and check were initially funds; and drafts or wires shall be transmitted directly to the Escrow Account. The Processing Agent will promptly deliver all monies received by the Selected Dealer in good order from subscribers (or from the subscriber, Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers) for the Selected Dealer shall transmit the subscription agreement and check payment of Shares to the Escrow Agent by for deposit in the Escrow Account no later than the end of the next business day on which such monies are received by the Processing Agent. Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent no later than the close of business on the first business day following their receipt of by the check Dealer; provided, however, if the Dealer receives subscription agreements and subscription agreement. When, pursuant to the Selected Dealer’s internal checks at a branch office and final supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end close of business on the next first business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of shall review the subscription agreement and check, forward both the subscription agreement agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the Escrow Agent. If any subscription agreement solicited agreements and the funds to the Processing Agent by the Selected Dealer is rejected close of business on the first business day after their receipt 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 rejectionFinal Review Office. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Pennsylvania Subscribers and Washington Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Sections 3 and 4 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent 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 AgentAgent 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 will agrees to cause the Processing Agent to 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 subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During the Escrow any Intra-Month Period, persons subscribing to purchase Shares will be instructed by DST Systems, Inc., in its capacity as the Company’s transfer agent (the “Transfer Agent”), the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bankwill promptly deliver, N.A., as Escrow Agent for Terra 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 but in no event later than noon of the next business day following receipt by the Transfer Agent or Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Transfer Agent receives subscription agreements and Payment Instruments at a regional office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer regional office shall transmit the check subscription agreements and subscription agreement Payment Instruments to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of regional office and the subscription agreement and check. The Final Review Office willshall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements to the Processing Agent and the funds to the Escrow Agent by the end of noon on 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow 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 subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
Appears in 2 contracts
Samples: Escrow Agreement (T. Rowe Price OHA Select Private Credit Fund), Escrow Agreement (T. Rowe Price OHA Select Private Credit Fund)
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Strategic Opportunity REIT II, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Agent as provided in Section 13(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by New York Subscribers, Pennsylvania Subscribers and Washington Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Sections 3, 4 and 5 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 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 subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected 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 Terra Income Fund 6, Inc.Independence Mortgage Trust” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent 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, 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 Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; 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 Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3 or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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 PeriodOffering, 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 Terra Xxxxx Credit Income Fund 6, Inc.2017 T.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
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. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6NexPoint Capital, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the site at which address set forth in the subscription agreement and check were initially received by the Selected agreement. The Dealer from the subscriberManager, the Selected Dealer Company or their respective agents, as applicable, shall transmit the subscription agreement and check remit to the Escrow Agent (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 check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s office conducting 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 rejectionreview. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that the Transfer Agent will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds 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 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, 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 Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $2M Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers 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 Terra Inland Real Estate Income Fund 6Trust, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by in good order from Primary Subscribers (or from the Escrow Agent shall be scanned and emailed by Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours payment of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Shares to the Escrow Agent for nonpayment prior deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND REAL ESTATE INCOME TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to receipt of the Break Escrow Affidavit (as described below)extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent shall promptly notify 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 writing via mail, email or facsimile of such nonpayment, gross offering proceeds equal to the $20M Minimum Offering Amount and the Escrow Agent is authorized to debit funds are distributed from the Escrow Account in accordance with Section 2(b)(2), the amount 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 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 returned 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 and of Shares to the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received 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 $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 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 $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 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. 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.
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. (a) During the Escrow Period, 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., Period (as Escrow Agent for Terra 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”hereinafter defined), the Selected Dealer Technology Platform agrees that it shall transmit promptly deliver all monies received from Subscribers for the check and subscription agreement to the Final Review Office by the end payment 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Securities to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company deposit in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentfollowing their receipt. The Escrow 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 subscriberSubscriber’s name and address, the number of 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.
(d) 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 the Escrow Agent, in its sole and absolute discretion, or (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During which the Escrow PeriodAgent determines, neither the Company nor the Dealer Manager will in its sole discretion, that it would be entitled to any principal funds received into improper or unlawful for the Escrow AccountAgent to accept or hold the applicable Subscriber’s funds as the Escrow Agent 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. During the Escrow Period, 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 Bankwill promptly deliver, N.A., as Escrow Agent for Terra 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 but in no event later than noon of the next business day following receipt by the Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall 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 the end of noon on 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow 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 subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $2M Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers 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 Terra Inland Real Estate Income Fund 6Trust II, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND REAL 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 DST Systemsthe $20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), Inc. the "Transfer Agent") within 24 hours of receipt 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 AgentAgent for Inland Real 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 shall also deliver for deposit into the original subscription agreements Escrow Account. Further, to the Transfer 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 $12.5M 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 Real 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. 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) Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, 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 Terra Industrial Income Fund 6, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 12(2), and wires wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the New York Subscribers and Tennessee Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.Xxxxx 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 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 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "“Transfer Agent"”) within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, persons Benefit Plan Investors subscribing to purchase Class T Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers broker dealers or registered investment advisors to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Strategic Opportunity REIT II, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which aggregate purchase price for the subscription agreement and check were initially received Class T Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of Benefit Plan Investors subscribing to purchase the subscriber, the Selected Dealer shall transmit the subscription agreement and check Class T Shares directly to the Escrow Agent as provided in Section 10(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 Selected Dealer’s office conducting final internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentreview. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow 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 subscriberBenefit Plan Investor’s social security number or tax identification number, ; (iii) the number of Class T Shares to be purchased by such subscriber, 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 such Shares and (v) the state of residenceClass T Shares. During the Escrow Period, 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. During the Escrow Period, 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 Terra Secured Income Fund 6Trust, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsACS Securities Services, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the 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. During the Escrow Period, 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 Terra Income Fund 6, Inc.Empire REIT.” 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received 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 shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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. During 3.1 Upon receipt, the Issuer shall promptly deposit all monies received from investors to the Escrow Period, persons subscribing to purchase Shares will Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, form of checks or money orders. All checks or money orders deposited into the Dealer Manager and the Selected Dealers to make checks for subscriptions Escrow Account shall be made payable to the order of “UMB "PowerNomics Enterprise Corporation and Fleet Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and Agent." Any check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check or money order 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 Issuer (together with any Subscription Information, as defined below, or other documents delivered therewith) by the end noon of the next business day following receipt of such check by the Escrow Agent, and such check and subscription agreement. When, shall be deemed not to have been delivered to the Escrow Agent pursuant to the Selected Dealer’s internal supervisory proceduresterms 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 Simultaneously with each deposit into the Escrow Account, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (Issuer shall inform the “Final Review Office”)Escrow Agent by confirmation slip or other writing of the name and address of the prospective purchaser, the Selected Dealer shall transmit number of Securities subscribed for by such purchaser, and the check and aggregate dollar amount of such subscription agreement to (collectively, 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. "Subscription Information").
3.3 The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment not be required to accept for the purchase price shall be remitted to deposit into the Escrow Agent’s address Account checks which are not accompanied by the appropriate Subscription Information. Checks and money orders representing payments by prospective purchasers shall not be deemed deposited in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by Account until the Escrow Agent shall be scanned and emailed by has received in writing the Escrow Agent Subscription Information required with respect to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. such payments.
3.4 The Escrow Agent shall also deliver not be required to accept any amounts representing payments by prospective purchasers, whether by check or money order, except during the original subscription agreements Escrow Agent's regular banking hours. Any check, money order or cash not received prior to 1:00 P.M. shall be deposited the Transfer Agent. Deposits following business day.
3.5 Interest or dividends earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such funds the Deposited Proceeds are disbursed released in accordance with this the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to a purchaser of the securities, 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 up to the date of release may be released to the Issuer.
3.6 The Escrow Agent shall refund any portion of the Deposited Proceeds prior to disbursement of the funds deposited Deposited Proceeds in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company accordance with Section 4 hereof upon instructions in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained signed by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountIssuer.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow PeriodOffering, 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 Terra Xxxxx Credit Income Fund 6, Inc.” — I”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
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Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Industrial Logistics Realty Trust Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the 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 agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent 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. If any 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 agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6ORCC II LLC” or any variation thereof permitting deposit in the Escrow Account if accompanied by a corresponding subscription agreement. Completed subscription agreements and checks in payment for the purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted as applicable, on behalf of persons subscribing to purchase shares directly to the Processing Agent at the site at which address designated for the subscription agreement receipt of such agreements and check were initially funds; and drafts or wires shall be transmitted directly to the Escrow Account. The Processing Agent will promptly deliver all monies received by the Selected Dealer in good order from subscribers (or from the subscriber, Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers) for the Selected Dealer shall transmit the subscription agreement and check payment of Shares to the Escrow Agent by for deposit in the Escrow Account no later than the end of the next business day on which such monies are received by the Processing Agent. Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent no later than the close of business on the first business day following their receipt of by the check Dealer; provided, however, if the Dealer receives subscription agreements and subscription agreement. When, pursuant to the Selected Dealer’s internal checks at a branch office and final supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end close of business on the next first business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of shall review the subscription agreement and check, forward both the subscription agreement agreements and check to ensure their proper execution and form and, if they are acceptable, deliver 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted funds to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received Processing Agent by the Escrow Agent shall be scanned and emailed by close of business on the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of first business day after their receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentFinal Review Office. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent 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 AgentAgent 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 will agrees to cause the Processing Agent to 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 subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB "People’s United Bank, N.A., as Escrow Agent for Terra Income Fund 6Plymouth Opportunity REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at " Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the subscriber, the Selected Dealer shall transmit the subscription agreement Processing Agent and check to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for hereby agrees to maintain the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received funds contributed by the Escrow Agent shall Pennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be scanned and emailed separately accounted for by the Escrow records of the Processing Agent to DST Systems, Inc. so that the "Transfer Agent") within 24 hours requirements of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentSections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 of payment are returned to Payment Instruments received by the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)) are returned to the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 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 subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During (1) Until such time as the Escrow PeriodCompany has received the Primary Minimum, persons subscribing to purchase Shares the Primary Subscribers 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 Terra Income Fund 6Inland Residential Properties Trust, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed 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 to DST Systemsa list detailing information regarding those subscriptions as set forth in Exhibit B.
(2) Until such time as the Company has received the Tennessee Minimum, Inc. the "Transfer Agent") within 24 hours of receipt Tennessee Subscribers will be instructed by the Escrow Agent. The Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent shall also 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 original subscription agreements Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Transfer Agent. Escrow Agent for deposit into the Escrow Account.
(3) 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.
(4) 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.
(5) Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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 (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6NexPoint Capital, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the site at which address set forth in the subscription agreement and check were initially received by the Selected agreement. The Dealer from the subscriberManager, the Selected Dealer Company or their respective agents, as applicable, shall transmit the subscription agreement and check remit to the Escrow Agent (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 the check and subscription agreement. Whenany such instruments of payment or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such instruments of payment 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that the Transfer Agent will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds 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 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, 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 Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow PeriodOffering, 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 Terra Xxxxx Credit Income Fund 6, Inc.” 2021”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a 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 agreementSubscription 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 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement and 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 Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will promptly deliver all monies received by in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Escrow Agent shall be scanned and emailed by for deposit in the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will shall 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
Appears in 1 contract
Samples: Escrow Agreement (Guggenheim Credit Income Fund 2021)
Deposits in the Escrow Account. During the Escrow Period, persons Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Xxxxxx Island Investors Group, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Processing Agent by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Section 3 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSections 3. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of any Payment Instruments, Escrow Agent shall fax or scan a listing of the "Escrowed Funds")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 disbursement of the Break funds deposited in the Escrow Affidavit (as described below)Account, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 Subscriber whose subscription has been rejected since the commencement of the Offering directly to such Subscriber. The Escrow 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 subscriberSubscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, Subscriber; and (iv) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Prior to the Escrow Period, neither Agent’s receipt of written notice from the Company nor that it has received the Dealer Manager Minimum Subscription Amount, the Company will not be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Samples: Escrow Agreement (Mercer Island Investors Group, Inc.)
Deposits in the Escrow Account. During the Escrow Period, 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 Bankwill promptly deliver, N.A., as Escrow Agent for Terra 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 but in no event later than noon of the next business day following receipt by the Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall 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 the end of noon on 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow Agent will agrees to cause the Processing Agent to 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.” Carey Watermark Investors 2 Incorporated”. When a Selected Dealerx Xxxler’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription 2 `` Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The 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 subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Fixed Income Fund 6Trust, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsACS Securities Services, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the 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
Deposits in the Escrow Account. During the applicable Escrow Period, persons Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra KBS Growth & Income Fund 6REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Section 3 and 4 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSections 3 and 4. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 disbursement of the Break funds deposited in the Escrow Affidavit (as described below)Account, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Processing Agent will maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow PeriodOffering, 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 Terra Xxxxx Credit Income Fund 6, Inc.2015 T.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6Xxxxx Real Estate Investment Trust III, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted purchase Shares directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent"as provided for in Section 11(2) within 24 hours the time periods required by Rule 15c2-4 of receipt by the Escrow AgentSecurities Exchange Act of 1934, as amended. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During the Escrow Period, 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 Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the 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 agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent 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. If any 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 agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers 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 Terra Income Fund 6Inland Core Assets Real Estate 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND 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 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 DST Systemsthe Tennessee Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), Inc. the "Transfer Agent") within 24 hours of receipt 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 AgentAgent for Inland 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 shall also deliver for deposit into the original subscription agreements Escrow Account. Further, to the Transfer 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 subscriptions for Shares resulting in gross offering proceeds equal to the Pennsylvania 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 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. 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.
(4) Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Partners Apartment REIT, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agentas provided in Section 12(2). The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers, in a manner in which they may be separately accounted for by the records of the Processing Agent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During (1) Until such time as the Escrow PeriodCompany has received the Primary Minimum, persons subscribing to purchase Shares the Primary Subscribers 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 Terra Income Fund 6Inland Residential Properties Trust, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed 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 to DST Systemsa list detailing information regarding those subscriptions as set forth in Exhibit B.
(2) Until such time as the Company has received the Tennessee Minimum, Inc. the "Transfer Agent") within 24 hours of receipt Tennessee Subscribers will be instructed by the Escrow Agent. The Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent shall also 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 original subscription agreements Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Transfer Agent. 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 such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Terra Income Fund 6NexPoint Multifamily Realty Trust, Inc.” When a Selected Dealer’s internal supervisory procedures or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as escrow agent for NexPoint Multifamily Realty Trust, Inc.” until subscriptions are conducted at 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 site at which Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer amount shall transmit the subscription agreement and check be remitted to the Escrow Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company, or their respective agents, as applicable, shall remit to the Escrow Agent (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 check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s office conducting 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 rejectionreview. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that it will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers (and any Other Subscribers) in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, 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 Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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. During the Escrow Period, persons subscribing to purchase Shares the Distribution Manager will be instructed by the Companypromptly deliver, 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 Terra 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 but in no event later than noon of the next business day following receipt by the Distribution Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Distribution Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall 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 the end of noon on 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account and invested as set forth in Section 3 until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow 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 subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Industrial Property REIT 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.” Corporate Property Associates 18 — Global Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The 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 subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. (a) During the Escrow Period, 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., Period (as Escrow Agent for Terra 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”hereinafter defined), the Selected Dealer Technology Platform agrees that it shall transmit promptly deliver all monies received from Subscribers for the check and subscription agreement to the Final Review Office by the end payment 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Securities to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company deposit in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentfollowing their receipt. The Escrow 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 subscriberSubscriber’s name and address, the number of 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.
(d) 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 (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) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During which the Escrow PeriodAgent determines, neither the Company nor the Dealer Manager will in its sole discretion, that it would be entitled to any principal funds received into improper or unlawful for the Escrow AccountAgent to accept or hold the applicable Subscriber’s funds as the Escrow Agent 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
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.” Xxxxx Watermark Investors 2 Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The 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 subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected 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 Terra Income Fund 6, Inc.Independence Mortgage Trust” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent 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, 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 Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; 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 Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2 or 3, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers 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 Terra Inland Monthly Income Fund 6Trust, 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND 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 DST Systemsthe Tennessee Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), Inc. the "Transfer Agent") within 24 hours of receipt 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 AgentAgent for Inland 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 shall also deliver for deposit into the original subscription agreements Escrow Account. Further, to the Transfer 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 Pennsylvania 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 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. 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) Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, 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 Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the 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 agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent 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. If any 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 agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania Subscribers, or prior to raising the Ohio Minimum Offering or Pennsylvania Subscribers, as described below)applicable, with respect to Ohio Subscribers or Pennsylvania Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares the Intermediary Manager will be instructed by the Companypromptly deliver, 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 Terra 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 but in no event later than noon of the next business day following receipt by the Intermediary Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Intermediary Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall 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 the end of noon on the next business day following its after their receipt of by the Final Review Office. To the extent that subscription agreement agreements and checkpayments are remitted by the Processing Agent, forward both the subscription agreement and check Company, the Intermediary Manager or a Dealer, the Processing Agent, the Company, the Intermediary Manager or a Dealer, as applicable, will furnish 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 a list detailing information regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks such subscriptions as set forth in payment for the purchase price shall be remitted to Exhibit A. All monies deposited into the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account and invested as set forth in Section 3 until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow 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 subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the 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. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Terra Income Fund 6NexPoint Hospitality Trust, Inc.” When a Selected Dealer’s internal supervisory procedures or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as escrow agent for NexPoint Hospitality Trust, Inc.” until subscriptions are conducted at 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 site at which Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer amount shall transmit the subscription agreement and check be remitted to the Escrow Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company, or their respective agents, as applicable, shall remit to the Escrow Agent (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 check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s office conducting 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 rejectionreview. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that it will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers (and any Other Subscribers) in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, 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 Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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. During 3.1 All amounts received from prospective purchasers of the Securities shall be deposited in the Escrow PeriodAccount, persons subscribing to purchase Shares which amounts shall be in the 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 Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra 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 funds to the Escrow Agent by noon of the end 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 as required hereby shall be returned to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of the such 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The , and such check shall be deemed not to have been delivered to the Escrow Agent shall also deliver the original subscription agreements pursuant to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with terms of this Agreement. Prior to disbursement .
3.2 The Underwriter and Selected Dealers agree that they shall promptly deliver all moneys received from subscribers for the payment of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Units to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company deposit in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain together with a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s 's name and address, (ii) the number of Units purchased, the amount paid therefor, and whether the consideration received was in the form of a check, draft, or money order and the subscriber’s 's social security number or tax identification numbernumber (collectively, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceSubscription Information"). During All moneys so deposited in the Escrow Period, neither Account are hereinafter referred to as the Company nor the Dealer Manager will be entitled to any principal funds received "Escrow Amount".
3.3 Simultaneously with each deposit into the Escrow AccountAccount 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 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 Escrow Agent's regular banking hours.
3.6 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 "Fund".
3.7 The Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Section 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.
Appears in 1 contract
Samples: Escrow Agreement (Patcomm Corp)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Industrial Property REIT Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check and subscription agreementby the Dealer 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. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow Agent. If any subscription agreement solicited Agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Selected Dealer is rejected by the Dealer Manager or the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Terra Income Fund 6NexPoint Hospitality Trust, Inc.” When a Selected Dealer’s internal supervisory procedures or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as escrow agent for NexPoint Hospitality Trust, Inc.” until subscriptions are conducted at 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 site at which Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer amount shall transmit the subscription agreement and check be remitted to the Escrow Agent at the address set forth in the subscription agreement. The Dealer Manager, the Participating Broker-Dealer, or their respective agents, as applicable (the “Processing Broker-Dealer”), shall remit to the Escrow Agent 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 the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the instruments of the check payment and subscription agreement. Whenagreements to the Escrow Agent; and (ii) where, pursuant to the Selected Dealer’s internal supervisory proceduresprocedures of the Processing Broker-Dealer, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check instruments of payment and subscription agreement 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 Selected Processing Broker-Dealer’s receipt of the subscription agreement and check. The Final Review Office willwill in turn, by the end noon of the next business day following its receipt thereof by the Final Review Office, transmit such instructions of the payment and subscription agreement and check, forward both the subscription agreement and check agreements to the Escrow Agent. If any subscription agreement solicited by Agent or, after the Selected Dealer is rejected by the Dealer Manager or the CompanyMinimum Offering Requirement has been satisfied, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionCompany or its designated agent. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that it will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers (and any Other Subscribers) in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, 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 Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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. During 2.1 All amounts received from prospective purchasers of the Units after the Initial Closing shall be deposited in the Escrow PeriodAccount, persons subscribing to purchase Shares will which amounts shall be instructed by in the Companyform of checks, cash, or wire transfers representing the Dealer Manager and payment of money. All checks deposited into the Selected Dealers to make checks for subscriptions Escrow Account shall be made payable to the order of “UMB Bank, N.A., American Stock Transfer & Trust Company as Escrow Agent for Terra Income Fund 6Stratus Services Group, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and ”. Any check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check payable other than 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 as required hereby 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 prospective purchaser, or if the date Escrow Agent has insufficient information to do so, then to the Underwriter as soon as practicable following receipt of rejection. 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 by such purchaser, and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”).
2.3 The Escrow Agent shall have no liability not be required to accept any amounts representing payments by prospective purchasers, whether by check, cash or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to wire transfer, except during the Escrow Agent’s address in Exhibit B designated for regular banking hours. Any check or cash not received prior to 1:00 p.m. may be deposited the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds following business day.
2.4 Amounts deposited in the Escrow Account (which have cleared the "Escrowed Funds"), such funds shall not be subject to claims banking system and have been collected 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 are herein referred to receipt of as the Break “Escrow Affidavit (as described below), the Fund.”
2.5 The Escrow Agent shall promptly notify refund any portion of the Company Escrow Fund prior to disbursement of the Escrow Fund in accordance with Section 3 hereof upon instructions in writing via mail, email or facsimile of such nonpayment, signed by both the Issuer and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB People’s United Bank, N.A., as Escrow Agent for Terra Income Fund 6Plymouth Opportunity REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the subscriber, the Selected Dealer shall transmit the subscription agreement Processing Agent and check to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, 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 such Payment Instruments 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 rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for hereby agrees to maintain the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received funds contributed by the Escrow Agent shall Pennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be scanned and emailed separately accounted for by the Escrow records of the Processing Agent to DST Systems, Inc. so that the "Transfer Agent") within 24 hours requirements of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentSections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 of payment are returned to Payment Instruments received by the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)) are returned to the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 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 subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
Appears in 1 contract
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check 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 received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the 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 agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent 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. If any 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 agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow 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 Escrow Transfer 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During (a) Until the Escrow Period, persons subscribing to purchase Shares will be instructed by the CompanyContingency is met, the Dealer Manager and Placement Agent agrees that it shall promptly deliver all monies received from Subscribers for the Selected Dealers to make checks for subscriptions payable to payment of the order of “UMB Bank, N.A., as Escrow Agent for Terra 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 Securities to the Escrow Agent for deposit in the Escrow Account 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 noon of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willreceipt, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance together with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The 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, the number of 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.
(d) In the 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) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During which the Escrow PeriodAgent determines, neither the Company nor the Dealer Manager will in its sole discretion, that it would be entitled to any principal funds received into improper or unlawful for the Escrow AccountAgent to accept or hold the applicable Subscriber’s funds, as the Escrow Agent, 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.
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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected 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 Terra Income Fund 6, Inc.Empire REIT.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent 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, 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 Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; 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 Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.Xxxxx 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 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 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "“Transfer Agent"”) within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.the
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Deposits in the Escrow Account. During the Escrow Period, 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 Bankwill promptly deliver, N.A., as Escrow Agent for Terra 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 but in no event later than noon of the next business day following receipt by the Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit 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 Selected Dealer’s “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall 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 the end of noon on 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow Agent will agrees to cause the Processing Agent to 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 subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received deposited into the Escrow Account.
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Samples: Escrow Agreement (Owl Rock Technology Income Corp.)
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected 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 Terra Income Fund 6, Inc.Independence Realty Trust.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent 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, 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 Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; 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 Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During 3.1 All amounts received from prospective purchasers of the Shares shall be deposited in the Escrow PeriodAccount, persons subscribing which amounts shall be in the form of checks (for U.S. funds), or wire transfers representing the payment of money. Wire transfers to purchase Shares will the Escrow Account shall be instructed 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 five (5) business days following receipt of such check by the CompanyEscrow Agent, the Dealer Manager and the Selected Dealers such check shall be deemed not to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra 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 have been delivered 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 terms of this Agreement. No promissory note or notes shall transmit the check and subscription agreement be delivered to the Final Review Office or accepted 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 .
3.2 Simultaneously with each deposit into the Escrow Account, the Best Efforts Underwriter (or the Issuer, if such deposit is made by the Selected Dealer is rejected Issuer) shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the number of Shares subscribed for by such purchaser, and the Dealer Manager or aggregate dollar amount of such subscription (collectively, the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. "SUBSCRIPTION INFORMATION").
3.3 The Escrow Agent shall have no liability not accept for deposit into the Escrow Account checks that are not (i) drawn on U.S. funds and (ii) accompanied by the appropriate Subscription Information. Wire transfers 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 payments.
3.4 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to wire transfer, except during the Escrow Agent’s address 's regular banking hours, which are 9:00 a.m. to 5:00 p.m. Boston, MA time.
3.5 Amounts deposited in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements Account that have cleared the banking system and have been collected by the Escrow Agent, together with any investment income or proceeds received by the Escrow Agent shall be scanned and emailed by from the Escrow Agent investment thereof from time to DST Systemstime pursuant to Section 3.7 below, Inc. are herein referred to as the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds FUND." Amounts deposited in the Escrow Account (that have not cleared the banking system are herein referred to as "Escrowed Fundsuncollected amounts"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.
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Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers to remit the Selected Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Priority Senior Secured Income Fund 6Fund, Inc.,” When or a Selected Dealer’s internal supervisory procedures are conducted at recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Priority Senior Secured Income Fund.” Completed subscription agreements and instruments of payment for the site at which the subscription agreement and check were initially received purchase price for Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of the subscriber, the Selected Dealer shall transmit the subscription agreement and check Subscribers directly to the Escrow Agent Agent, as provided in Section 12(2) by the end of the next business day following receipt of the check and subscription agreement. Whenany such instruments of payment or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is 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 willlocation, by the end of the next business day following its receipt of any such instruments of payment by the office conducting final internal supervisory review. After subscriptions are received resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Dealer Manager. Any checks, drafts or money orders received made payable to a party other than the Escrow Agent (or after the Required Capital is received, made payable to a party other than the party designated by the Company) shall be returned to the soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PRIORITY SENIOR SECURED INCOME FUND, INC.” or such similar designation as the parties may agree (the “Escrow Account”), which deposit shall occur within one (1) business day after the Escrow Agent’s receipt of the subscription agreement and checkinstrument of payment (after the Required Capital is received, forward both a new account may be established in the subscription agreement and check name of the Company).
(2) Not later than ten (10) business days prior to any required disbursement of interest by the Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Company will provide or cause to be provided to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then an executed IRS Form W-9 (which may be a Substitute Form W-9 as contained in the subscription agreement provided such Substitute Form W-9 is in conformity with all applicable Internal Revenue Service rules, regulations and check will be returned guidelines) (“Form W-9”), the calculation of the number of shares purchased, and purchase price remitted or other documentation containing such information sufficient to identify the rejected subscriber within ten business days from the date of rejectionrespective Subscriber. The Escrow Agent shall have no liability not be obligated to use any efforts to obtain such information from the Subscriber or responsibility the Company. If such information regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks Subscriber is not provided to the Escrow Agent in payment for the purchase price shall be remitted to a timely manner after the Escrow Agent’s address in Exhibit B designated for the receipt of the purchase price from such agreements and fundsSubscriber, and wires or Automated ClearingHouse (ACH) payments the Company shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by cooperate with the Escrow Agent to DST Systemsreturn such funds to the soliciting dealer or other applicable party who submitted the funds, Inc. unless such information for a Subscriber is provided prior to the "Transfer Agent") within 24 hours actual return of receipt such funds by the Escrow Agent, and no interest otherwise payable shall be due or payable with respect to such funds under Section 2(b)(4) hereof. The Escrow Account will be established and maintained in such a way as to permit the interest income calculations described in Section 2(b)(4).
(3) The Processing Agent, as agent for the Escrow Agent, will maintain a written account of each sale, which account shall set forth, among other things, the following information: (A) the Subscriber’s name and address, (B) the number of Shares purchased by the Subscriber, and (C) the amount paid by the Subscriber for the Shares. During the escrow period neither the Company, the Dealer Manager, nor the Processing Agent shall also deliver will be entitled to any principal funds received into the original subscription agreements Escrow Account.
(4) The Escrow Agent agrees to promptly process for collection the Transfer Agentinstruments of payment upon deposit into the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")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 are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)Required Capital, the Escrow Agent shall promptly notify the Company and the Processing Agent in writing via by mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment.
(5) The Company hereby directs the Escrow Agent to provide the Processing Agent with all electronic files and information needed by the Processing Agent to perform its duties as record keeper under the Agency Agreement between the Processing Agent and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the 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 (Priority Senior Secured Income Fund, Inc.)
Deposits in the Escrow Account. During the Escrow PeriodOffering, 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 Terra Xxxxx Credit Income Fund 6, Inc.” 2019”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a 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 agreementSubscription 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 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement and 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 Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will promptly deliver all monies received by in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Escrow Agent shall be scanned and emailed by for deposit in the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will shall 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.
Appears in 1 contract
Samples: Escrow Agreement (Guggenheim Credit Income Fund 2019)
Deposits in the Escrow Account. During 3.1 Upon receipt, the Company shall promptly deposit all monies received from investors to the Escrow Period, persons subscribing Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be in the form of checks or money orders. All checks or money orders deposited into the Escrow Account shall be made payable to purchase Shares will be instructed by the " Southwest Escrow Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions Escrow Agent". Any check or money order payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra 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 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 Company (together with any Subscription Information, as defined below, or other documents delivered therewith) by the end noon of the next business day following receipt of such check by the Escrow Agent, and such check and subscription agreement. When, shall be deemed not to have been delivered to the Escrow Agent pursuant to the Selected Dealer’s internal supervisory proceduresterms 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 "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act.
3.3 Simultaneously with each deposit into the Escrow Account, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (Company shall inform the “Final Review Office”)Escrow Agent by confirmation slip or other writing of the name and address of the prospective purchaser, the Selected Dealer shall transmit number of Securities subscribed for by such purchaser, and the check and aggregate dollar amount of such subscription agreement to (collectively, 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. "Subscription Information").
3.4 The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment not be required to accept for the purchase price shall be remitted to deposit into the Escrow Agent’s address Account checks which are not accompanied by the appropriate Subscription Information. Checks and money orders representing payments by prospective purchasers shall not be deemed deposited in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by Account until the Escrow Agent shall be scanned and emailed by has received in writing the Escrow Agent Subscription Information required with respect to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. such payments.
3.5 The Escrow Agent shall also deliver not be required to accept any amounts representing payments by prospective purchasers, whether by check or money order, except during the original subscription agreements Escrow Agent's regular banking hours. Any check, money order or cash not received prior to 1:00 P.M. shall be deposited the Transfer Agent. Deposits following business day.
3.6 Interest earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such funds the Deposited Proceeds are disbursed released in accordance with this the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to disbursement a purchaser of the funds deposited Securities, the purchaser shall receive interest earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account (the "Escrowed Funds")are released to a Selling Shareholder, any interest or dividends earned on such funds shall not up to the date of release may be subject released to claims by creditors of the Company or any of its affiliates. If any of as agent for the instruments of payment are returned to Selling Shareholder.
3.7 The Selling Shareholders shall deposit the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit Securities directly into the Escrow Account in upon effectiveness of the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: Registration Statement (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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: Escrow Agreement (Icv Inc /Nv/)
Deposits in the Escrow Account. During 3.1 All amounts received from prospective purchasers of the Shares shall be deposited in the Escrow PeriodAccount, persons subscribing which amounts shall be in the form of checks (for U.S. funds), or wire transfers representing the payment of money. Wire transfers to purchase Shares will the Escrow Account shall be instructed 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 five (5) business days following receipt of such check by the CompanyEscrow Agent, the Dealer Manager and the Selected Dealers such check shall be deemed not to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra 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 have been delivered 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 terms of this Agreement. No promissory note or notes shall transmit the check and subscription agreement be delivered to the Final Review Office or accepted 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 .
3.2 Simultaneously with each deposit into the Escrow Account, the Best Efforts Underwriter (or the Issuer, if such deposit is made by the Selected Dealer is rejected Issuer) shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the number of Shares subscribed for by such purchaser, and the Dealer Manager or aggregate dollar amount of such subscription (collectively, the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. "Subscription Information").
3.3 The Escrow Agent shall have no liability not accept for deposit into the Escrow Account checks that are not (i) drawn on U.S. funds and (ii) accompanied by the appropriate Subscription Information. Wire transfers 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 payments.
3.4 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to wire transfer, except during the Escrow Agent’s address 's regular banking hours, which are 9:00 a.m. to 5:00 p.m. Boston, MA time.
3.5 Amounts deposited in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements Account that have cleared the banking system and have been collected by the Escrow Agent, together with any investment income or proceeds received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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
Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $2M Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), persons subscribing to purchase Shares the Primary Subscribers 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 Terra Income Fund 6Inland Retail Properties Trust V, Inc.” When or 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 agreementrecognizable contraction or abbreviation thereof. 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 Checks 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks money orders in payment for the purchase price of Shares shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received by 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 shall be scanned and emailed for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RETAIL PROPERTIES TRUST 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 DST Systemsthe $20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2), Inc. the "Transfer Agent") within 24 hours of receipt 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 AgentAgent for Inland Retail Properties Trust 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 shall also deliver for deposit into the original subscription agreements Escrow Account. Further, to the Transfer 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 $12.5M 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 Retail Properties Trust 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. 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) Deposits shall be held in the Escrow Account until such the funds are disbursed in accordance with this AgreementSection 2(b). Prior to disbursement of the funds deposited in the Escrow Account (Account, the "Escrowed Funds"), 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 Break Escrow Affidavit (as described belowfunds being disbursed in accordance with Section 2(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email electronic mail or facsimile of such nonpayment, and the Escrow Agent is shall be authorized to debit the Escrow Account Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such returned payment and the Escrow Processing Agent shall will delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow 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 or tax identification number, (iii) the number of Shares purchased by such subscriberSubscriber, and (iviii) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Until the Escrow Periodfunds are distributed in accordance with Section 2(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. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Partners Apartment REIT, 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 Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted purchase shares directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent"as provided in Section 12(2) within 24 hours the time periods required by Rule 15c2-4 of receipt by the Escrow AgentSecurities Exchange Act of 1934, as amended. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers, in a manner in which they may be separately accounted for by the records of the Processing Agent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow 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 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During 3.1 All amounts received from prospective purchasers of the Securities shall be deposited in the Escrow PeriodAccount, persons subscribing which amounts shall be in the form of checks or wire transfers representing the payment of money. All checks deposited into the Escrow Account shall be made payable to, or endorsed in blank to, "Atlantic Bank of New York, Escrow Agent - Homeowners Financial Corp." Any check payable or endorsed other than as required hereby shall be returned to purchase Shares will be instructed the prospective purchaser if materially defective or returned by the Company, bank. If 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 Terra Income Fund 6has insufficient information to return such check, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at then the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer Parties shall transmit the subscription agreement and check supply such information to the Escrow Agent so as to permit the Escrow Agent to return such check to the prospective purchaser (together with any Subscription Information, as defined below, or other documents delivered therewith) by the end noon of the next fifth (5th) business day following receipt of such check by the Escrow Agent, and such check and subscription agreement. When, shall be deemed not to have been delivered by the Escrow Agent pursuant to the Selected Dealer’s internal supervisory procedures, terms of this Agreement. In 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 event that any portion of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willoffering price per share shall be payable by a promissory note or notes, such notes shall not be delivered to or accepted 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 , and the Selected Dealer is rejected by Minimum Dollar Amount (as defined in the Dealer Manager or Information Sheet) shall be based solely on the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date cash portion of rejection. such offering price.
3.2 The Escrow Agent shall have no liability not be required to accept any amounts representing payments by prospective purchasers, whether by check or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for wire transfer, except during the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds bank's regular business hours.
3.3 Amounts deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims which are available for withdrawal 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 in accordance with applicable law are herein referred to receipt of as the Break Escrow Affidavit (as described below), the "Fund".
3.4 The Escrow Agent shall promptly notify refund any portion of the Company Fund prior to disbursement of the Fund in writing via mailaccordance with Section 4 hereof upon instructions, email or facsimile of such nonpaymentin writing, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained signed by the Escrow Agent. The Escrow 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 subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountParties.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Homeowners Financial Corp)
Deposits in the Escrow Account. During the Escrow Period, 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 Terra Income Fund 6, Inc.” Corporate Property Associates 18 – Global Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription 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 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 Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "“Escrowed Funds"”), 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 Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The 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 subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, 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. During 3.1 Upon receipt, the Company shall promptly deposit all monies received from investors to the Escrow Period, persons subscribing to purchase Shares will Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be instructed by in the Company, form of checks or money orders. All checks or money orders deposited into the Dealer Manager and the Selected Dealers to make checks for subscriptions Escrow Account shall be made payable to the order of “UMB "_______________Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and Agent". Any check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check or money order 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 Company (together with any Subscription Information, as defined below, or other documents delivered therewith) by the end noon of the next business day following receipt of such check by the Escrow Agent, and such check and subscription agreement. When, shall be deemed not to have been delivered to the Escrow Agent pursuant to the Selected Dealer’s internal supervisory proceduresterms 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 "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act.
3.3 Simultaneously with each deposit into the Escrow Account, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (Company shall inform the “Final Review Office”)Escrow Agent by confirmation slip or other writing of the name and address of the prospective purchaser, the Selected Dealer shall transmit number of Securities subscribed for by such purchaser, and the check and aggregate dollar amount of such subscription agreement to (collectively, 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. "Subscription Information").
3.4 The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment not be required to accept for the purchase price shall be remitted to deposit into the Escrow Agent’s address Account checks which are not accompanied by the appropriate Subscription Information. Checks and money orders representing payments by prospective purchasers shall not be deemed deposited in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by Account until the Escrow Agent shall be scanned and emailed by has received in writing the Escrow Agent Subscription Information required with respect to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. such payments.
3.5 The Escrow Agent shall also deliver not be required to accept any amounts representing payments by prospective purchasers, whether by check or money order, except during the original subscription agreements Escrow Agent's regular banking hours. Any check, money order or cash not received prior to 1:00 P.M. shall be deposited the Transfer Agent. Deposits following business day.
3.6 Interest earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such funds the Deposited Proceeds are disbursed released in accordance with this the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to disbursement a purchaser of the funds deposited Securities, the purchaser shall receive interest earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account (the "Escrowed Funds")are released to a Selling Shareholder, any interest or dividends earned on such funds shall not up to the date of release may be subject released to claims by creditors of the Company or any of its affiliates. If any of as agent for the instruments of payment are returned to Selling Shareholder.
3.7 The Selling Shareholders shall deposit the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit Securities directly into the Escrow Account in upon effectiveness of the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: Registration Statement (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, 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: Escrow Agreement (Icv Inc /Nv/)