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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager 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. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the 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 is authorized to debit the Escrow Account in the amount of such returned payment.
Appears in 3 contracts
Samples: Escrow Agreement (Carter Validus Mission Critical REIT II, Inc.), Escrow Agreement (Carter Validus Mission Critical REIT II, Inc.), Escrow Agreement (Carter Validus Mission Critical REIT II, Inc.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-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 Xxxxxx Validus Mission Critical REIT Strategic Storage Trust II, Inc.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by the end of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until by the end of the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Pennsylvania Subscribers shall continue to be so submitted until the conditions of Section 3 have been met. Any checks, as applicable), the Dealer Manager shall remit drafts or money orders received made payable to a party other than the Escrow Agent (ior after the Required Capital is received, made payable to a party other than the party designated by the Dealer Manager or the Company) such instrument of payment and (ii) each Subscriber’s nameshall be returned to the soliciting dealer or other applicable party who submitted the check, address, number and class of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriberdraft or money order. All instruments of payment delivered from each such Subscriber shall, except as otherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent pursuant hereto in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall be deposited cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of such funds by the Escrow Agent within one 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) hereof.
(13) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instruments of receipt thereof payment are received at the Designated Address. The Transfer 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 intended to be purchased by the Subscriber, and (C) the amount paid by the Subscriber for the Shares. During the Escrow Period, neither the Company nor the Transfer Agent will be entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof, and Section 3 hereof, as applicable. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Pennsylvania Required Capital, as applicable, and as defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 3 contracts
Samples: Escrow Agreement (Strategic Storage Trust II, Inc.), Escrow Agreement (Strategic Storage Trust II, Inc.), Escrow Agreement (Strategic Storage Trust II, 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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical Xxxxx Global REIT II, Inc.” or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable Any Dealer receiving a check not conforming to the order or “UMB Bank, N.A., as Escrow Agent 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 Xxxxxx Validus Mission Critical REIT II, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Pennsylvania Subscribers (“Non-Pennsylvania Subscribers”), or until the Pennsylvania Minimum Offering (as defined in Section 3 hereof) has been achieved, with respect to Pennsylvania Subscribers. Completed After the Minimum Offering has been achieved, in the case of Non- Pennsylvania Subscribers, or after the Pennsylvania Minimum Offering has been achieved, in the case of Pennsylvania Subscribers, such subscription agreements documents and checks in payment for will be transmitted by the end of the next business day following receipt of the subscription amount documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Agent until the Minimum Offering has been achieved, with respect to Non- Pennsylvania Subscribers, or until the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers. After the Minimum Offering has been achieved, with respect to Non- Pennsylvania Subscribers, or after the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall be remitted deliver checks and completed subscription documents via overnight courier to the Escrow Agent at the address set forth as provided for in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicableSection 11(2), the Dealer Manager and wires payments shall remit be transmitted directly 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. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer Company or any of their respective its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Minimum Offering RequirementOffering, with respect to Non- Pennsylvania Subscribers, or prior to raising the Pennsylvania Minimum Offering, with respect to Pennsylvania Subscribers, the Escrow Agent shall promptly notify the Dealer Manager 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 paymentpayment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The 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, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account.
Appears in 2 contracts
Samples: Escrow Agreement (Hines Global Reit Ii, Inc.), Escrow Agreement (Hines Global Reit Ii, 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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical Xxxxx Global REIT II, Inc.” or any recognizable abbreviation thereofAny Dealer receiving a 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. Notwithstanding Checks received by the foregoingDealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, howeverpursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Pennsylvania Subscribers and Washington Subscribers (and any Other “Non-Pennsylvania/Washington Subscribers”), or until the Pennsylvania Minimum Offering (as defined in Section 3 hereof) shall continue has been achieved, with respect to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and or until the Washington Minimum Offering (iias defined in Section 4) $10,000,000 for has been achieved, with respect to Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non- Pennsylvania/Washington Subscribers, or after the Pennsylvania Minimum Offering has been achieved, in each the case including subscriptions from Subscribers who are residents of other statesPennsylvania Subscribers, or after the Washington Minimum Offering has been achieved, in the case of Washington Subscribers, such subscription documents and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such funds are disbursed from checks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and checks by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Escrow Account in accordance Agent until the Minimum Offering has been achieved, with Section 3 hereofrespect to Non- Pennsylvania/Washington Subscribers, or until the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers or until the Washington Minimum Offering has been achieved, with respect to the Washington Subscribers. Completed After the Minimum Offering has been achieved, with respect to Non- Pennsylvania/Washington Subscribers, or after the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers or after the Washington Minimum Offering has been achieved, with respect to Washington Subscribers, such subscription agreements documents and checks in payment for will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Dealers shall deliver checks and completed subscription amount shall be remitted documents via overnight courier to the Escrow Agent at the address set forth as provided for in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicableSection 12(2), the Dealer Manager and wire payments shall remit be transmitted directly 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. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer Company or any of their respective its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Minimum Offering RequirementOffering, with respect to Non- Pennsylvania/Washington Subscribers, or prior to raising the Pennsylvania Minimum Offering, with respect to Pennsylvania Subscribers, or prior to raising the Washington Minimum Offering, with respect to Washington Subscribers, the Escrow Agent shall promptly notify the Dealer Manager 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 paymentpayment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The 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, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account.
Appears in 2 contracts
Samples: Escrow Agreement (Hines Global Reit Ii, Inc.), Escrow Agreement (Hines Global Reit Ii, 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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Xxxxxx Validus Mission Critical REIT IINexPoint Multifamily Realty Trust, Inc.” or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent escrow agent for Xxxxxx Validus Mission Critical REIT IINexPoint Multifamily Realty Trust, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 33,333,333.33 for Pennsylvania Subscribers and (ii) $10,000,000 20,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one The Dealer Manager, the Participating Broker-Dealer, or their respective agents, as applicable (1) business day after receipt of an instrument the “Processing Broker-Dealer”), shall remit to the Escrow Agent the instruments of payment and the subscription agreements: (or as soon as possible thereafter i) where, pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Processing Broker-Dealer, as applicableinternal supervisory review is conducted at the same location at which instruments of payment and subscription agreements are received from Subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the instruments of payment and subscription agreements to the Escrow Agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), instruments of payment and subscription agreements will be transmitted by the Processing Broker-Dealer Manager shall remit to the Final Review Office by the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such instruments of payment and subscription agreements to the Escrow Agent (i) such instrument of or, after the Minimum Offering Requirement has been satisfied, to the Company or its designated agent. The Escrow Agent represents that it will promptly deliver all monies received in good order from Subscribers for the payment and (ii) each Subscriber’s name, address, number and class of Shares purchased by such Subscriber and to the subscription payment remitted by such SubscriberEscrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the 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 is authorized to debit the Escrow Account in the amount of such returned payment.
Appears in 2 contracts
Samples: Escrow Agreement (Nexpoint Multifamily Realty Trust, Inc.), Escrow Agreement (Nexpoint Multifamily Realty Trust, Inc.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.Xxxxxxx-Benefit Street Partners BDC Corp.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until by noon the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Washington Subscribers shall continue to be submitted until the conditions of Section 3 have been met. 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 Dealer Manager or the Company) shall be returned to the soliciting dealer or other applicable party who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as applicableotherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall remit not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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) hereof.
(i3) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instrument instruments of payment and are received at the Designated Address. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iiA) each the Subscriber’s name, name and address, (B) the number and class of Shares intended to be purchased by such the Subscriber, and (C) the amount paid by the Subscriber and for the subscription payment remitted by such SubscriberShares. All instruments of payment delivered to During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Washington Required Capital, as defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and 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 returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 2 contracts
Samples: Escrow Agreement (Griffin-Benefit Street Partners BDC Corp.), Escrow Agreement (Griffin-Benefit Street Partners BDC Corp.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-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 Xxxxxx Validus Mission Critical REIT IIStrategic Storage Trust IV, Inc.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until promptly the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Pennsylvania Subscribers shall continue to be so submitted until the conditions of Section 3 have been met and that subscriptions received from Washington Subscribers shall continue to be so submitted until the conditions of Section 4 have been met. Any checks, as applicable), the Dealer Manager shall remit drafts or money orders received made payable to a party other than the Escrow Agent (ior after the Required Capital is received, made payable to a party other than the party designated by the Dealer Manager or the Company) such instrument of payment and (ii) each Subscriber’s nameshall be returned to the soliciting dealer or other applicable party who submitted the check, address, number and class of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriberdraft or money order. All instruments of payment delivered from each such Subscriber shall, except as otherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent pursuant hereto in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall be deposited cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of such funds by the Escrow Agent within one 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) hereof.
(13) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instruments of receipt thereof payment are received at the Designated Address. The Transfer 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 intended to be purchased by the Subscriber, and (C) the amount paid by the Subscriber for the Shares. During the Escrow Period, neither the Company nor the Transfer Agent will be entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof, and Sections 3 and 4 hereof, as applicable. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Pennsylvania Required Capital or the Washington Required Capital, as applicable, and as each are defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Strategic Storage Trust IV, 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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Xxxxxx Validus Mission Critical REIT IINexPoint Multifamily Realty Trust, Inc.” or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent escrow agent for Xxxxxx Validus Mission Critical REIT IINexPoint Multifamily Realty Trust, Inc.” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 50,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 20,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one The Dealer Manager, the Participating Broker-Dealer, or their respective agents, as applicable (1) business day after receipt of an instrument the “Processing Broker-Dealer”), shall remit to the Escrow Agent the instruments of payment and the subscription agreements: (or as soon as possible thereafter i) where, pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Processing Broker-Dealer, as applicableinternal supervisory review is conducted at the same location at which instruments of payment and subscription agreements are received from Subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the instruments of payment and subscription agreements to the Escrow Agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), instruments of payment and subscription agreements will be transmitted by the Processing Broker-Dealer Manager shall remit to the Final Review Office by the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such instruments of payment and subscription agreements to the Escrow Agent (i) such instrument of or, after the Minimum Offering Requirement has been satisfied, to the Company or its designated agent. The Escrow Agent represents that it will promptly deliver all monies received in good order from Subscribers for the payment and (ii) each Subscriber’s name, address, number and class of Shares purchased by such Subscriber and to the subscription payment remitted by such SubscriberEscrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the 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 is authorized to debit the Escrow Account in the amount of such returned payment.
Appears in 1 contract
Samples: Escrow Agreement (Nexpoint Multifamily Realty Trust, Inc.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical Xxxxxxx Capital Essential Asset REIT II, Inc.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until promptly the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Pennsylvania Subscribers shall continue to be so submitted until the conditions of Section 3 have been met. 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 Dealer Manager or the Company) shall be returned to the soliciting dealer or other applicable party who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as applicableotherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall remit not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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) hereof.
(i3) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instrument instruments of payment and are received at the Designated Address. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iiA) each the Subscriber’s name, name and address, (B) the number and class of Shares intended to be purchased by such the Subscriber, and (C) the amount paid by the Subscriber and for the subscription payment remitted by such SubscriberShares. All instruments of payment delivered to During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof, and Section 3 hereof, as applicable. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Pennsylvania Required Capital, as applicable, and as defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares Units (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT IITriLinc Global Impact Fund, Inc.LLC” or any recognizable abbreviation thereof. Notwithstanding the foregoing; provided, however, that Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT IITriLinc Global Impact Fund, Inc.LLC” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states62,5000,000, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereofhereof . Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager shall remit to the Escrow Agent (i) such instrument of payment and (ii) each Subscriber’s name, address, number and class of Shares Units purchased by such Subscriber and the subscription payment remitted by such Subscriber. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the 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 is authorized to debit the Escrow Account in the amount of such returned payment.
Appears in 1 contract
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting dealers to remit the Participating Broker-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 Xxxxxx Validus Mission Critical REIT IIAdaptive Real Estate Income Trust, Inc.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding the foregoingthereof including, howeverbut not limited to, Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT IIAdaptive Real Estate Income Trust, Inc.” until Completed subscription agreements and instruments of payment for the purchase price for Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of the Subscribers to the address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “Designated Address”) by the end of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Escrow Agent shall be responsible for ensuring that the funds contributed by the New York Subscribers and the Pennsylvania Subscribers will be separately accounted for on the records of the Transfer Agent so that the requirements of Section 3 and Section 4 of this Agreement can be met. After subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account Accounts in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Dealer Manager; provided that subscriptions received from New York Subscribers and Pennsylvania Subscribers shall continue to be so submitted until the conditions of Section 3 hereofand Section 4, respectively, have been met. Completed subscription agreements and checks in payment for the subscription amount shall be remitted 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 Dealer Manager) shall be returned to the soliciting 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 one of the designated Escrow Accounts by the end of the business day on which such instruments of payment are received at the address set forth Designated Address (after the Required Capital is received, a new account may be established in the subscription agreement. Within one name of the Company).
(12) Not later than ten (10) business day after receipt days prior to any required disbursement of an instrument of payment (or as soon as possible thereafter interest by the Escrow Agent to any Subscriber pursuant to the internal supervisory procedures of Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Participating Broker-DealerCompany will provide or cause to be provided to the Escrow Agent, an executed IRS Form W-9 (which may be a Substitute Form W-9 as applicablecontained in the subscription agreement provided such Substitute Form W-9 is in conformity with all applicable Internal Revenue Service rules, regulations and guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall remit to cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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 Accounts will be established and maintained in such a way as to permit the interest income calculations described in Section 2(b)(4) hereof.
(i3) such instrument of All monies received from Subscribers for the payment and (ii) each Subscriber’s name, address, number and class of Shares purchased shall, except as otherwise specified herein, be promptly deposited in the Escrow Accounts, as applicable, by the end of the business day on which such Subscriber and the subscription payment remitted by such Subscriber. All instruments of payment delivered are received at the Designated Address. The Transfer 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 intended to be purchased by the Subscriber, and (C) the amount paid by the Subscriber for the Shares. During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Accounts. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof, and Section 3 and Section 4 hereof for the NY Escrow Account and PA Escrow Account, as applicable. Prior to disbursement of the Investor Funds funds deposited in the Escrow AccountAccounts, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the New York Required Capital or Pennsylvania Required Capital, as applicable), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account Accounts, as applicable, in the amount of such returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Adaptive Real Estate Income 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 Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.Greenbacker Renewable Energy Company LLC” or any recognizable abbreviation thereof. Notwithstanding the foregoing; provided, however, that Pennsylvania Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.Greenbacker Renewable Energy Company LLC” until subscriptions are received resulting in total minimum capital raised equal to or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states62,500,000, and such funds are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager 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. The Escrow Agent represents that, after the Minimum Offering Requirement is satisfied, the Transfer Agent may receive monies and, at such time, will promptly deliver all monies received in good order from Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Washington 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 Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the 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 is authorized to debit the Escrow Account in the amount of such returned payment.
Appears in 1 contract
Samples: Escrow Agreement (Greenbacker Renewable Energy Co LLC)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (“Subscribersthe “ Subscribers ”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, or money orders ( hereinafter “ instruments of payment ”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical Xxxxxxx Capital Essential Asset REIT II, Inc.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address” ) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until promptly the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Pennsylvania Subscribers shall continue to be so submitted until the conditions of Section 3 have been met and subscriptions received from Washington Subscribers shall continue to be submitted until the conditions of Section 4 have been met. 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 Dealer Manager or the Company) shall be returned to the soliciting dealer or other applicable party who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as applicableotherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall remit not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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) hereof.
(i3) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instrument instruments of payment and are received at the Designated Address. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iiA) each the Subscriber’s name, name and address, (B) the number and class of Shares intended to be purchased by such the Subscriber, and (C) the amount paid by the Subscriber and for the subscription payment remitted by such SubscriberShares. All instruments of payment delivered to During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof, Section 3 hereof, and Section 4 hereof, as applicable. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Pennsylvania Required Capital or the Washington Required Capital, as applicable, and as defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.Xxxxxxx-Benefit Street Partners BDC Corp.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until promptly the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany; provided that subscriptions received from Washington Subscribers shall continue to be submitted until the conditions of Section 3 have been met. 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 Dealer Manager or the Company) shall be returned to the soliciting dealer or other applicable party who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as applicableotherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall remit not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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) hereof.
(i3) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instrument instruments of payment and are received at the Designated Address. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iiA) each the Subscriber’s name, name and address, (B) the number and class of Shares intended to be purchased by such the Subscriber, and (C) the amount paid by the Subscriber and for the subscription payment remitted by such SubscriberShares. All instruments of payment delivered to During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital (or the Washington Required Capital, as defined below), the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and 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 returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Griffin-Benefit Street Partners BDC Corp.)
Deposits in the Escrow Account. (1) During the Escrow Period, persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers or registered investment advisors to remit the Participating Broker-Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.Xxxxxxx-Benefit Street Partners BDC Corp.,” or any a recognizable contraction or abbreviation thereof. Notwithstanding Completed subscription agreements and instruments of payment for the foregoingpurchase price for Shares shall be remitted by the broker dealers or registered investment advisors, howeveras applicable, Pennsylvania on behalf of the Subscribers and Washington Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or address designated on the subscription agreement for the receipt of such agreements and instruments of payment (the “UMB BankDesignated Address”) by noon of the next business day following receipt of any such instruments of payment or, N.A.if final internal supervisory review is conducted at a different location, as Escrow Agent for Xxxxxx Validus Mission Critical REIT II, Inc.” until promptly the next business day following 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 or exceeding (i) $90,000,000 for Pennsylvania Subscribers and (ii) $10,000,000 for Washington Subscribers, in each case including subscriptions from Subscribers who are residents of other states, the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 3 2(b)(1)(A) hereof. Completed subscription agreements and checks in payment for the subscription amount shall , subscriptions may continue to be remitted to the Escrow Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of so submitted unless otherwise instructed by the Dealer Manager or the Participating Broker-DealerCompany. 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 Dealer Manager or the Company) shall be returned to the soliciting dealer or other applicable party who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as applicableotherwise specified herein, be deposited into the Escrow Account by the end of the business day on which such instruments of payment are received at the Designated Address (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 Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager or the Company will provide or cause to be provided to the Escrow Agent, 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 guidelines) (“Form W-9”), the calculation of the number of Shares intended to be purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall remit not be obligated to use any efforts to obtain such information from the Subscriber, the Company or the Dealer Manager. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company or the Dealer Manager shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for a Subscriber is provided prior to the actual return of 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) hereof.
(i3) All monies received from Subscribers for the payment of Shares shall, except as otherwise specified herein, be promptly deposited in the Escrow Account by the end of the business day on which such instrument instruments of payment and are received at the Designated Address. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (iiA) each the Subscriber’s name, name and address, (B) the number and class of Shares intended to be purchased by such the Subscriber, and (C) the amount paid by the Subscriber and for the subscription payment remitted by such SubscriberShares. All instruments of payment delivered to During the Escrow Period, neither the Company nor the Transfer Agent pursuant hereto shall will be deposited by the Escrow Agent within one (1) business day of receipt thereof entitled to any principal funds received into the Escrow Account. .
(4) The Escrow Agent hereby agrees to maintain promptly process for collection the funds contributed by instruments of payment upon deposit into the Pennsylvania Subscribers and the Washington 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 metEscrow Account. Deposits shall be held in the Escrow Account until such Investor Funds funds are promptly disbursed in accordance with this AgreementSections 2(b)(1)(A)-(B) hereof. Prior to disbursement of the Investor Funds funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, Company or the Dealer Manager, any Participating Broker-Dealer Manager or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering RequirementRequired Capital, the Escrow Agent shall promptly notify the Dealer Manager Manager, the Company and the Company Transfer Agent in writing via by mail, email or facsimile of such nonpayment, and 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 returned payment.
(5) The Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under the agency agreement between the Transfer Agent and the Company.
Appears in 1 contract
Samples: Escrow Agreement (Griffin-Benefit Street Partners BDC Corp.)