Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement. (a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three sentences of this Paragraph 5(a), 250,000 Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company, except as expressly provided otherwise in the next three sentences. First, subscriptions from investors who are Pennsylvania residents shall not be included in determining whether the minimum 250,000 Shares have been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 in Escrowed Funds (including any funds included in reaching the $2,500,000 minimum) attributable to sales of Shares. Second, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Third, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of the
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Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement.
(a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three two sentences of this Paragraph 5(a), 250,000 Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes purpose of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company as listed on the incumbency certificate provided to the Bank by the Company, except as expressly provided otherwise in the next three last two sentences. First, subscriptions from investors who are Pennsylvania residents shall not be included in In determining whether the minimum 250,000 Shares have share threshold has been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 in Escrowed Funds (including any funds included in reaching the $2,500,000 minimum) attributable to sales of Shares. Secondattained, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. ThirdAdditionally, in determining whether the 250,000 share threshold has been attained, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of thethe number of available Shares to be released from escrow as evidenced by the date of execution of such investor's subscription agreement shall not be included in determining whether the minimum 250,000 Shares have been sold. Further, in determining whether the 250,000 Share threshold has been attained, subscriptions from Pennsylvania residents shall not be included in determining whether the minimum 250,000 Shares have been sold. Moreover, subscription funds from Pennsylvania investors shall not be released from the Escrow Account until at least $65,000,000 in subscriptions have been received.
(b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as described in Paragraph 6 below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
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Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement.
(a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three two sentences of this Paragraph 5(a), 250,000 Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes purpose of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company as listed on the incumbency certificate provided to the Bank by the Company, except as expressly provided otherwise in the next three last two sentences. First, subscriptions from investors who are Pennsylvania residents shall not be included in In determining whether the minimum 250,000 Shares have share threshold has been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 in Escrowed Funds (including any funds included in reaching the $2,500,000 minimum) attributable to sales of Shares. Secondattained, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. ThirdAdditionally, in determining whether the 250,000 share threshold has been attained, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of thethe number of available Shares to be released from escrow as evidenced by the date of execution of such investor’s subscription agreement shall not be included in determining whether the minimum 250,000 Shares have been sold. Further, in determining whether the 250,000 Share threshold has been attained, subscriptions from Pennsylvania residents shall not be included in determining whether the minimum 250,000 Shares have been sold. Moreover, subscription funds from Pennsylvania investors shall not be released from the Escrow Account until at least $65,000,000 in subscriptions have been received.
(b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as described in Paragraph 6 below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
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Samples: Escrow Agreement (CNL Hospitality Properties II, Inc.)
Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement.
(a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 150,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three sentences of this Paragraph 5(a), 250,000 150,000, Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 1,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company, except as expressly provided otherwise in the next three sentences. First, subscriptions from investors who are Iowa, New York, Ohio or Pennsylvania residents shall not be included in determining whether the minimum 250,000 150,000 Shares have been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 2,500,000 (for Iowa, New York and Ohio investors) and $8,250,000 (for Pennsylvania investors) in Escrowed Funds (including any funds included in reaching the $2,500,000 1,500,000 minimum) attributable to sales of Shares. Second, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 150,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Third, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of thethe number of available Shares to be released from escrow as evidenced by the date of execution of such investor's subscription agreement shall not be included in determining whether the minimum 150,000 Shares have been sold.
(b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as described in Paragraph 6 below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
(c) The Escrow Agent shall return to any California or Florida investor who properly withdraws his subscription in accordance with the terms set forth in the Prospectus the Escrowed Funds of such withdrawing investor, as the case may be, together with interest calculated as described in Paragraph 6 below.
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Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement.
(a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three sentences of this Paragraph 5(a), 250,000 250,000, Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company, except as expressly provided otherwise in the next three sentences. First, subscriptions from investors who are Pennsylvania Pennsylavania residents shall not be included in determining whether the minimum 250,000 Shares have been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 8,250,000 in Escrowed Funds (including any funds included in reaching the $2,500,000 minimum) attributable to sales of Shares. Second, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Third, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of thethe number of available Shares to be released from escrow as evidenced by the date of execution of such investor's subscription agreement shall not be included in determining whether the minimum 250,000 Shares have been sold.
(b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as described in Paragraph 6 below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
(c) The Escrow Agent shall return to any California or Florida investor who properly withdraws his subscription in accordance with the terms set forth in the Prospectus the Escrowed Funds of such withdrawing investor, as the case may be, together with interest calculated as described in Paragraph 6 below.
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Distribution of Escrowed Funds. The Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter set forth in this Agreement.
(a) Subject to the last three sentences of this Paragraph 5(a), if at any time on or prior to the Closing Date, an aggregate of 250,000 Shares of the Company have been sold, then upon the happening of such event, the Escrow Agent shall deliver the Escrowed Funds to the Company. An affidavit or certification from an officer of the Company stating that, after excluding all Shares covered by the subscriptions described in the last three sentences of this Paragraph 5(a), 250,000 Shares have been timely sold, together with the receipt by the Escrow Agent of a minimum of $2,500,000 in cleared funds attributable to sales of Shares shall constitute sufficient evidence for the purposes of this Agreement that such event has occurred. Thereafter, the Escrow Agent shall release from the Escrow Account to the Company any and all Escrowed Funds therein, together with all interest earned thereon, upon the written request of an officer of the Company, except as expressly provided otherwise in the next three sentences. First, subscriptions from investors who are Pennsylvania residents shall not be included in determining whether the minimum 250,000 Shares have been sold, and such subscription funds shall not be released from escrow until the Escrow Agent has received $7,775,000 in Escrowed Funds (including any funds included in reaching the $2,500,000 minimum) attributable to sales of Shares. Second, subscriptions from investors who have subscribed for Shares orally, where representatives of a Soliciting Dealer have executed the Subscription Agreement relating to such Shares on behalf of the investor, shall not be included in determining whether the minimum 250,000 Shares have been sold for a period of ten (10) days from the date written confirmation has been received by the subscriber, provided that such subscriptions shall not be released from escrow until the expiration of a period fifteen (15) days from the date written confirmation has been mailed to the subscriber relating to such subscriptions. Third, subscriptions from investors who received a prospectus less than five (5) business days prior to the determination under this subparagraph (a) of thethe number of available Shares to be released from escrow as evidenced by the date of execution of such investor's subscription agreement shall not be included in determining whether the minimum 250,000 Shares have been sold.
(b) If the Escrowed Funds do not, on or prior to the Closing Date, become deliverable to the Company pursuant to subparagraph (a) above, the Escrow Agent shall return the Escrowed Funds to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, together with interest calculated as described in Paragraph 6 below and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
(c) The Escrow Agent shall return to any California or Florida investor who properly withdraws his subscription in accordance with the terms set forth in the Prospectus the Escrowed Funds of such withdrawing investor, as the case may be, together with interest calculated as described in Paragraph 6 below.
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