Investors. Investors will be instructed by a Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATION, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIES, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securities. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securities, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 2 contracts
Samples: Subscription Escrow Agreement (American Realty Capital Properties, Inc.), Subscription Escrow Agreement (American Realty Capital Properties, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager (the “"Soliciting Dealers”") to remit the purchase price in the form of checks (hereinafter “"instruments of payment”") payable to the order of, or funds wired or in favor of, “"UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESTRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, INC.” LLC 5.0% BONDS" Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by Soliciting Dealer from the subscriberan Investor, such Soliciting Dealer shall transmit the subscription agreement Subscription Agreement to the Processing Agent and check for the purchase of Securities Investor Funds to the Escrow Agent by the end of the next business day following receipt of the check Investor Funds and subscription agreement Subscription Agreement for the purchase of SecuritiesSecurities (which shall set forth, among other things, the name and address of the Investor, wire instructions for payment, and the amount subscribed). When, pursuant to such Soliciting Dealer’s 's internal supervisory procedures, such Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “"Final Review Office”"), such Soliciting Dealer shall transmit the check Investor Funds and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the subscription agreement Subscription Agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Completed Subscription Agreements and check checks in payment for the purchase price shall be remitted to the P.O. Box designated for the receipt of Securitiessuch agreements and funds, forward both the subscription agreement and check wires shall be transmitted directly to the Escrow AgentAccount. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Solicitating Dealers transmitting moneys and subscriptions from subscribers) for the payment of Securities to the Escrow Agent for deposit in the Escrow Account. If any subscription agreement Subscription Agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Processing Agent, the Dealer Manager Manager, or the Company, then Processing Agent shall return the subscription agreement Subscription Agreement and if received, the Escrow Agent shall return the check for the purchase of Securities will be returned directly to the rejected subscriber Investor within ten (10) business days from the date the Escrow Agent receives written notice of rejectionsuch rejection from the Company or Managing Dealer. The Processing Agent shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Securities purchased by such subscriber, and (iv) the amount paid by such subscriber for such Securities. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ ' claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto; provided the Escrow Agent shall have no obligation to determine if and when the Company is entitled to Investor Funds on deposit in the Escrow Account. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Notwithstanding the foregoing, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent shall not be required or its agents, employees or attorneys ("Representatives") from disclosing any information without notice to accept or consent of the Company if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any Investor Funds which are not accompanied by examination, inquiry, or audit of the information on the List of InvestorsEscrow Agent.
Appears in 2 contracts
Samples: Subscription Escrow Agreement (Trilogy Multifamily Income & Growth Holdings I, LLC), Subscription Escrow Agreement (Trilogy Multifamily Income & Growth Holdings I, LLC)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESGLOBAL TRUST II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt by the Escrow Agent of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Washington Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4 or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 2 contracts
Samples: Escrow Agreement (American Realty Capital Global Trust II, Inc.), Escrow Agreement (American Realty Capital Global Trust II, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESRESOURCE REAL ESTATE OPPORTUNITY REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are New York or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of Investors attached hereto as Exhibit A (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are New York or Pennsylvania Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4, or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 2 contracts
Samples: Subscription Escrow Agreement (Resource Real Estate Opportunity REIT II, Inc.), Subscription Escrow Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Investors. During the Escrow Period, Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks checks, drafts, wires, Automated Clearing House or money orders (hereinafter each an “instruments Instrument of paymentPayment” and, collectively, the “Instruments of Payment”) payable to the order of, or funds wired in favor of, as applicable, “UMB BANKBank, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESas escrow agent for Starwood Real Estate Income Trust, INC.Inc.” Any checks Instrument of Payment made payable to to, or wired in favor of, a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) of the next business day after following the receipt of instruments Instruments of payment Payment from the Offering, the Company or a the Dealer Manager Manager, as applicable, shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of Investors attached hereto as Exhibit A (the “List of Investors” attached hereto as Exhibit B. ”). When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end noon of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and check to the Escrow Agent. If the Escrow Agent is notified in writing that any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is has been rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, 3 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidentialconfidential (“Confidential Information”). If the Escrow Agent is requested or required (including by law or by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other process) to disclose any Confidential Information, the Escrow Agent shall provide the other parties hereto with prompt written notice of the request or requirement, to the extent permitted by applicable law, so that the other parties (at it sole expense) may seek a protective order or other appropriate remedy or waive compliance with this Section. If the Escrow Agent is compelled—in the absence of a protective order or other remedy or the receipt of a waiver from the other parties—to disclose Confidential Information, the Escrow Agent or any of its representatives may without liability disclose the Confidential Information that is required but must exercise commercially reasonable efforts (at the sole expense of the other parties) to preserve the confidential treatment of the Confidential Information. Despite the foregoing, however, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent or any of its representatives from disclosing any Confidential Information, without notice to or consent of the other parties, if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Dealer Manager or Company. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Escrow Agreement (Starwood Real Estate Income Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESHOSPITALITY TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Washington Investors, Ohio Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Ohio Investors, Washington Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4 or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Hospitality Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESRESOURCE REAL ESTATE OPPORTUNITY REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are New York Investors, Ohio Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of Investors attached hereto as Exhibit A (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are New York Investors, Ohio Investors or Pennsylvania Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4, or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESPXXXXXXX XXXXXX – ARC GROCERY CENTER REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Pennsylvania Investors or Washington Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors or Washington Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4, or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN ARC REALTY CAPITAL PROPERTIESFINANCE TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Washington or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington or Pennsylvania Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3Sections 3,4, or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (ARC Realty Finance Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESHOSPITALITY TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Washington Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4 or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Hospitality Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY ENERGY CAPITAL PROPERTIESPARTNERS, INCLP.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Energy Capital Partners, LP)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATION, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESBLUEROCK RESIDENTIAL GROWTH REIT, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. B.
When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securities. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securities, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (Bluerock Residential Growth REIT, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY ENERGY CAPITAL PROPERTIESPARTNERS, INCLP.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Arizona Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Arizona Investors and Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Energy Capital Partners, LP)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESHEALTHCARE TRUST II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Washington or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Healthcare Trust II, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN ARC REALTY CAPITAL PROPERTIESFINANCE TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Ohio Investors, Pennsylvania Investors or Washington Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Ohio Investors, Pennsylvania Investors or Washington Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s 's internal supervisory procedures, such Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ ' claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3Sections 3,4, 5 or 6 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (ARC Realty Finance Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN ARC REALTY CAPITAL PROPERTIESFINANCE TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (ARC Realty Finance Trust, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB WXXXX FARGO BANK, NATIONAL ASSOCIATIONNA, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESHEALTHCARE TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that soliciting dealer who submitted the check. By 12:00 p.m. (ESTNoon) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, number and the amount of Securities subscribed for purchase and the amount paidpurchase. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securitiesagreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securitiescheck. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securitiescheck, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, 3 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunderAgent. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Healthcare Trust Inc)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESTRUST V, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Ohio Investors, Pennsylvania Investors or Washington Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Ohio Investors, Pennsylvania Investors or Washington Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Trust V, Inc.)
Investors. Investors (including Ohio Investors, Nebraska Investors, Tennessee Investors and Texas Investors) will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB XXXXX FARGO BANK, NATIONAL ASSOCIATIONNA, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIES, INCBUSINESS DEVELOPMENT CORPORATION OF AMERICA.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that soliciting dealer who submitted the check. By 12:00 p.m. (ESTnoon) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Ohio Investors, Nebraska Investors, Tennessee Investors or Texas Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent substantially in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Ohio Investors, Nebraska Investors, Tennessee Investors or Texas Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securitiesagreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securitiescheck. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securitiescheck, forward (i) both the subscription agreement information and check to the Escrow AgentAgent and (ii) the subscription agreement to the Dealer Manager. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten thirty (1030) business days from the date of rejection. All Investor Funds deposited in the Escrow Account Accounts shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account Accounts and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, hereto4, 5, 6 and 7. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunderAgent. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (Business Development Corp of America)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager (the “"Soliciting Dealers”") to remit the purchase price in the form of checks (hereinafter “"instruments of payment”") payable to the order of, or funds wired or in favor of, “"UMB BANK, NATIONAL ASSOCIATIONN.A.” , ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESGK INVESTMENT PROPERTY HOLDINGS II, INC.” LLC" Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by Soliciting Dealer from the subscriberan Investor, such Soliciting Dealer shall transmit the subscription agreement Subscription Agreement and check for the purchase of Securities Investor Funds to the Escrow Agent by the end of the next business day following receipt of the check Investor Funds and subscription agreement Subscription Agreement for the purchase of SecuritiesSecurities (which shall set forth, among other things, the name and address of the Investor, wire instructions for payment, and the amount subscribed). When, pursuant to such Soliciting Dealer’s 's internal supervisory procedures, such Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “"Final Review Office”"), such Soliciting Dealer shall transmit the check Investor Funds and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the subscription agreement Subscription Agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Completed Subscription Agreements and check checks in payment for the purchase price shall be remitted to the P.O. Box designated for the receipt of Securitiessuch agreements and funds, forward both the subscription agreement and check wires shall be transmitted directly to the Escrow AgentAccount. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Solicitating Dealers transmitting moneys and subscriptions from subscribers) for the payment of Securities to the Escrow Agent for deposit in the Escrow Account. If any subscription agreement Subscription Agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Processing Agent, the Dealer Manager Manager, or the Company, then the subscription agreement Subscription Agreement and check for the purchase of Securities will be returned directly to the rejected subscriber Investor within ten (10) business days from the date of rejection. The Processing Agent shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Securities purchased by such subscriber, and (iv) the amount paid by such subscriber for such Securities. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ ' claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto; provided the Escrow Agent shall have no obligation to determine if and when the Company is entitled to Investor Funds on deposit in the Escrow Account. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Notwithstanding the foregoing, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent shall not be required or its agents, employees or attorneys ("Representatives") from disclosing any information without notice to accept or consent of the Company if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any Investor Funds which are not accompanied by examination, inquiry, or audit of the information on the List of InvestorsEscrow Agent.
Appears in 1 contract
Samples: Subscription Escrow Agreement (GK Investment Property Holdings II LLC)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATIONN.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESTRUST V, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and purchase, the amount paidpaid and whether such Investors are Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors” attached hereto as Exhibit B. ”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors, and shall have no duty to independently determine or verify the same.
When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of SecuritiesSecurities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, Sections 3 or 4 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (American Realty Capital Trust V, Inc.)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired or transmitted by electronic funds transfer in favor of, “UMB BANK, NATIONAL ASSOCIATION, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIESGK INVESTMENT HOLDINGS, INC.LLC” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or a Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by Soliciting Dealer from the subscriberan Investor, such Soliciting Dealer shall transmit the subscription agreement Subscription Agreement and check for the purchase of Securities Investor Funds to the Escrow Agent by the end of the next business day following receipt of the check Investor Funds and subscription agreement Subscription Agreement for the purchase of SecuritiesSecurities (which shall set forth, among other things, the name and address of the Investor, wire instructions for payment, and the amount subscribed). When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check Investor Funds and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement Subscription Agreement and check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securities, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check for the purchase of Securities will be returned directly to the rejected subscriber Investor within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, hereto; provided the Escrow Agent shall have no obligation to determine if and when the Company is entitled to Investor Funds on deposit in the Escrow Account. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Notwithstanding the foregoing, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent shall not be required or its agents, employees or attorneys (“Representatives”) from disclosing any information without notice to accept or consent of the Company if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any Investor Funds which are not accompanied by examination, inquiry, or audit of the information on the List of InvestorsEscrow Agent.
Appears in 1 contract
Samples: Subscription Escrow Agreement (GK Investment Holdings, LLC)
Investors. Investors will be instructed by a the Dealer Manager or any soliciting dealers retained by RCS on behalf of the Dealer Managers (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB WXXXX FARGO BANK, NATIONAL ASSOCIATIONNA, ESCROW AGENT FOR AMERICAN REALTY CAPITAL PROPERTIES, INC.BUSINESS DEVELOPMENT CORPORATION OF AMERICA” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or soliciting dealer (the “Soliciting Dealer that Dealer”) who submitted the check. By 12:00 p.m. (ESTNoon) the next business day after receipt of instruments of payment from the Offering, the Company or a the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, number and the amount of Securities subscribed for purchase and the amount paidpurchase. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the “List of Investors” attached hereto as Exhibit B. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase of Securitiesagreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securitiescheck. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase of Securitiescheck, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by a the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3, 3 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunderAgent. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.
Appears in 1 contract
Samples: Subscription Escrow Agreement (Business Development Corp of America)