Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address; (ii) the number and class of Shares purchased by such Subscriber; and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof). (b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds. (c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. (d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber: (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
Appears in 3 contracts
Samples: Escrow Agreement (Apollo Realty Income Solutions, Inc.), Escrow Agreement (Apollo Realty Income Solutions, Inc.), Escrow Agreement (Apollo Realty Income Solutions, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Blackstone Real Estate Income SolutionsTrust, Inc.” ”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000150,000,000, including excluding Shares purchased by the Company’s sponsor, its affiliates, affiliates and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall (i) promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 3 contracts
Samples: Escrow Agreement (Blackstone Real Estate Income Trust, Inc.), Escrow Agreement (Blackstone Real Estate Income Trust, Inc.), Escrow Agreement (Blackstone Real Estate Income Trust, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares Stock resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsSteadfast Apartment REIT, Inc.” ”; provided, however, that Pennsylvania Subscribers shall continue to make checks payable to the order of “UMB Bank, N.A., as Escrow Agent for Steadfast Apartment REIT, Inc.”, until such time as the Company has received subscriptions for Stock resulting in gross offering proceeds equal to or greater than the Pennsylvania Minimum (as defined below) and the subscription proceeds received from Pennsylvania Subscribers are disbursed from the Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). B. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 22 or 3, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum AmountAmount (as defined below), the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,0002,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors exclusive of any subscription proceeds received from Pennsylvania Subscribers (“Minimum Amount”), the Escrow Agent shall notify the Company and the Dealer Manager. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent (excluding any such funds received from Pennsylvania Subscribers), and plus (ii) within five business days after the first business day of the succeeding month, disburse to such Subscribers (other than any Pennsylvania Subscribers) any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum AmountAmount or the Pennsylvania Minimum (as defined below), as the case may be, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly so notify the Company. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (including, for the avoidance of doubt, any Pennsylvania Subscribers), (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 3 contracts
Samples: Escrow Agreement (Steadfast Apartment REIT, Inc.), Escrow Agreement (Steadfast Apartment REIT, Inc.), Escrow Agreement (Steadfast Apartment REIT, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsXxxxx National REIT II, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of PaymentPayment not later than the end of the second business day following receipt by the Dealer of such materials. When the Selected a Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected such Dealer, by the end noon of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected such Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end noon of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end noon of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer AgentCompany, the Dealer Manager or a Dealer, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. A. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Dealer Manager. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within ten (10) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly notify the Company. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 2 contracts
Samples: Escrow Agreement (Moody National REIT II, Inc.), Escrow Agreement (Moody National REIT II, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares in the Offering and subscriptions for Securities in separate private transactions outside of the Offering resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers in the Offering will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty EQT Exeter Real Estate Income SolutionsTrust, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer Financial Professional who submitted such Instrument of Payment. When the Selected DealerFinancial Professional’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected DealerFinancial Professional, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer Financial Professional will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased subscribed and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerFinancial Professional’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer Financial Professional shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2, provided that the Escrow Agent hereby agrees to maintain the funds contributed by Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Processing Agent so that the requirements of Section 3 of this Escrow Agreement can be met. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased subscribed for by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase subscription order and request a full refund, the Company shall direct the Escrow Agent shall in writing to disburse directly to such Subscriber the principal amount of the subscription payment order from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds Company determines that the sum of (i) the Subscriber Funds received by the Escrow Agent are in connection with investment in the Offering plus (ii) subscriptions for Securities in separate private transactions is equal to or greater than $100,000,000, 25,000,000 (including Shares shares of the Company’s common stock or units of the Operating Partnership purchased or subscribed for by the Company’s adviser, its sponsor, its affiliates, their affiliates and the Company’s officers and directors directors) (the “Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating certifying that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company or as the Company shall direct (subject to Section 3 hereof for Pennsylvania Subscribers) (the “Break Escrow Letter”). ThereafterSuch letter shall constitute sufficient evidence for the purpose of this Escrow Agreement that such event has occurred. The current form of the Break Escrow Letter is attached hereto as Exhibit B. Thereafter (and subject to Section 3 hereof for Pennsylvania Subscribers), the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments orders from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release delivery of all Subscriber Funds in the escrow proceedsEscrow Account to the Company. With respect to any such disbursement, the Company (i) certifies it shall review any wire instructions set forth herein to confirm such wire instructions are accurate, and (ii) agrees it will not seek recourse from UMB Bank, N.A., as a result of losses incurred by it for making the disbursement in accordance with its instructions herein.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do Agent has not equal or exceed the Minimum Amountreceived a Break Escrow Letter, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide direct the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall in writing to promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in accordance with Section 9 and Section 24 hereof, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 2 contracts
Samples: Escrow Agreement (EQT Exeter Real Estate Income Trust, Inc.), Escrow Agreement (EQT Exeter Real Estate Income Trust Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsMVP REIT II, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer Selling Agent who submitted such Instrument of Payment. When the Selected Dealera Selling Agent’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealersuch Selling Agent, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer such Selling Agent will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerSelling Agent’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer Selling Agent shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, Company or the Dealer Manager or a Selected DealerSelling Agent, the Transfer Agent, the Company, Company or the Dealer Manager or a Selected DealerSelling Agent, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager Company or the Selected Dealers Selling Agent transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager Selling Agent will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Selling Agent. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within 10 business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) the Escrow Agent shall promptly notify the Company. Within 10 days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 2 contracts
Samples: Escrow Agreement (MVP REIT II, Inc.), Escrow Agreement (MVP REIT II, Inc.)
Operation of the Escrow. (a) Until such time as the Company Fund has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Debt Solutions BDC”. Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager Fund or the Selected Dealer Broker who submitted such Instrument of Payment. When the Selected DealerBroker’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected DealerBroker, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer Broker will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerBroker’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer Broker shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the CompanyFund, the Dealer Intermediary Manager or a Selected DealerBroker, the Transfer Processing Agent, the CompanyFund, the Dealer Intermediary Manager or a Selected DealerBroker, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the CompanyFund, the Dealer Intermediary Manager or the Selected Dealers Brokers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company Fund or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company Fund in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company Fund nor the Dealer Intermediary Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company Fund or Dealer Intermediary Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)Agent.
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the sale of 4,000,000 Shares, including excluding Shares purchased by the CompanyFund’s sponsor, its affiliates, affiliates and the CompanyFund’s officers and directors trustees (“Minimum Amount”), the Company Fund, at a time determined by the Fund’s board of trustees, shall deliver to the Escrow Agent a written instruction from an officer of the Company Fund stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Fund. Thereafter, the Escrow Agent shall (i) promptly disburse to or at the Companywritten direction of the Fund, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereonAgent; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the CompanyFund, or otherwise in accordance with the CompanyFund’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company Fund receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company Fund reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company Fund to the Escrow Agent, shall be disbursed as directed by the CompanyFund. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company Fund or the Dealer Intermediary Manager shall provide the Escrow Agent will give written notice thereof, and upon receipt of such written notice, occurrence and the Escrow Agent shall promptly thereafter receipt of such written notice return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 2 contracts
Samples: Escrow Agreement (Apollo Debt Solutions BDC), Escrow Agreement (Apollo Debt Solutions BDC)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall will be remitted by Subscribers to a Dealer at the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to .
(b) When a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected such Dealer will send to the Escrow Processing Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected a Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected such Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Processing Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, mail or email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will not be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall shall, subject to Section 7(c) below, disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(bc) If, If at any time on or prior to the Expiration Date (as defined below), (i) the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000150,000,000, including Shares purchased by the Company’s sponsor, its affiliates, affiliates and the Company’s officers and directors (“Minimum Amount”)) and (ii) the Company’s board of directors has authorized the release to the Company of all Subscriber Funds in the Escrow Account, then the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, transfer (i) the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(cd) After the satisfaction of Escrow Agent has disbursed the provisions of funds from the Escrow Account in accordance with this Section 2 with respect to the disbursement of funds2, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to the restrictions set forth in this Escrow Agreement, and at the written instruction Escrow Agent shall notify the Company of the Company to the Escrow Agent, receipt of such proceeds and such proceeds shall be disbursed as directed in writing by the Company. The terms of this Section 2(c) shall survive ; provided upon the assignment or termination of this Escrow Agreement and the resignation or removal of Agreement, the Escrow AgentAgent shall have no obligation to accept any such proceeds.
(de) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum AmountAmount (or, even if the Minimum Amount is met, the Company notifies the Escrow Agent that the Company’s board of directors has not authorized the release to the Company of all Subscriber Funds in the Escrow Account), within ten (10) 10 days following the Escrow Agent’s receipt of written notice from the Company of the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments payments.
(f) The Company shall, or shall cause the Processing Agent or the Dealer Manager to, furnish to the Escrow Agent with each delivery of an Instrument of Payment, a list of the Subscribers who have paid for the Shares showing the name, address, tax identification number, amount and class of Shares subscribed for and the amount paid and deposited with the Escrow Agent. This information comprising the identity of Subscribers shall be provided to the Escrow Agent in the format set forth on Exhibit A to this Agreement (the “List of Subscribers”). All Subscriber 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 provisions Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Subscriber Funds on deposit in the Escrow Account and no such funds shall become the property of Section 9 the Company except when released to the Company pursuant to this Agreement. The Escrow Agent will treat all Subscriber information as confidential and Section 24 hereof have been metwill not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent; provided the Escrow Agent may disclose Subscriber information to the extent required by applicable law or to the extent required by a supervisory or governmental authority or a self-regulatory organization pursuant to any examination, inquiry, or audit of the Escrow Agent.
Appears in 2 contracts
Samples: Escrow Agreement, Escrow Agreement (Oaktree Real Estate Income Trust, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsSteadfast Apartment REIT III, Inc.” ”; provided, however, that Pennsylvania Subscribers shall continue to make checks payable to the order of “UMB Bank, N.A., as Escrow Agent for Steadfast Apartment REIT III, Inc.”, until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to or greater than the Pennsylvania Minimum and the subscription proceeds received from Pennsylvania Subscribers are disbursed from the Escrow Account in accordance with Section 3 hereof, and Other Subscribers shall continue to make checks payable to the order of “UMB Bank, N.A., as Escrow Agent for Steadfast Apartment REIT III, Inc.”, until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to or greater than the respective Other State Minimum and the subscription proceeds received from Other Subscribers are disbursed from the Escrow Account in accordance with Section 4 hereof. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2, Section 3 or Section 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,0002,000,000, including Shares purchased by the Company’s sponsor, its affiliates, affiliates and the Company’s officers and directors directors, but excluding any subscription proceeds received from Pennsylvania Subscribers and Other Subscribers (“Minimum Amount”), the Escrow Agent shall notify the Company and the Dealer Manager. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent (excluding any such funds received from Pennsylvania Subscribers and plus Other Subscribers), and (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers (other than any Pennsylvania Subscribers and Other Subscribers) any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding request and the above, Escrow Agent shall have no obligation to return funds to any Subscriber until after it has received an executed and valid IRS Form W-9 executed by the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceedsSubscriber.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the Pennsylvania Minimum or the Other State Minimum, as the case may be, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly so notify the Company. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (including, for the avoidance of doubt, any Pennsylvania Subscribers and any Other Subscribers), (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall have no obligation to return funds to any Subscriber until after it has received an executed and valid IRS Form W-9 executed by the Subscriber and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 2 contracts
Samples: Escrow Agreement (Steadfast Apartment REIT III, Inc.), Escrow Agreement (Steadfast Apartment REIT III, Inc.)
Operation of the Escrow. (a) Until such time as the Company Fund has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Blackstone Private Credit Fund”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager Fund or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the CompanyFund, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company Fund or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company Fund in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company Fund nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company Fund or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including excluding Shares purchased by the CompanyFund’s sponsor, its affiliates, affiliates and the CompanyFund’s officers and directors trustees (“Minimum Amount”), the Company Fund, at a time determined by the Fund’s board of trustees, shall deliver to the Escrow Agent a written instruction from an officer of the Company Fund stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Fund. Thereafter, the Escrow Agent shall (i) promptly disburse to the CompanyFund, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the CompanyFund, or otherwise in accordance with the CompanyFund’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company Fund receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company Fund reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company Fund to the Escrow Agent, shall be disbursed as directed by the CompanyFund. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company Fund or the Dealer Manager shall provide the Escrow Agent will give written notice thereof, and upon receipt of such written notice, occurrence and the Escrow Agent shall promptly thereafter receipt of such written notice return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares Securities resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” except in the case of Instruments of Payment for Operating Partnership units to “UMB Bank, N.A., as Escrow Agent for ARIS Operating Partnership L.P.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased Securities subscribed and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;
(ii) the number and class of Shares purchased Securities subscribed by such Subscriber; and
(iii) the amount paid by such Subscriber for such SharesSecurities. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase subscription order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment order from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased Securities subscribed by the Company’s sponsorApollo Global Management, Inc., together with its subsidiaries, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments orders from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release delivery of all Subscriber Funds in the escrow proceedsEscrow Account to the Company.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may Agent continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
Appears in 1 contract
Samples: Escrow Agreement (Apollo Realty Income Solutions, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;,
(ii) the number and class of Shares purchased by such Subscriber; , and
(iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, thereon. If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, affiliates and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall shall:
(i) promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus Agent; and
(ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(cb) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(dc) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Samples: Escrow Agreement (Apollo Realty Income Solutions, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds Deposits in the Escrow Account are disbursed from Account. During the Escrow Account in accordance with Section 2(b) hereofPeriod, Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Industrial Income Solutions, Trust Inc.” Completed subscription agreements and Instruments of Payment checks in payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent at the address as described above provided for in Section 12(2), and wires, or Automated ClearingHouse (ACH) payments shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send transmitted directly to the Escrow Account. The Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (hereby agrees to maintain the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office funds contributed by the end New York Subscribers and Tennessee Subscribers in a manner in which they may be separately accounted for by the records of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from so that the Company, the Dealer Manager or the Selected Dealers transmitting monies requirements of Sections 3 and subscriptions from Subscribers) for the payment 4 of Shares to the Escrow Agent for deposit in the Escrow Accountthis Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2Agreement. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments instruments of Payment payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of raising the Minimum AmountOffering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, Account in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the subscriber’s social security number, (iii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares. Prior to During the satisfaction of the Minimum Amount, Escrow Period neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, Distribution of the Funds in the Escrow Account to Subscribers other than the New York Subscribers and Tennessee Subscribers. If at any time on or prior to the Expiration Date (as defined below)Closing Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount Offering has been timely raised and authorizing raised, then upon the delivery happening of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfersuch event, the funds in the Escrow Account representing shall remain in the principal amount of the gross subscription payments from Subscribers received by Escrow Account until the Escrow Agent receives written direction provided by the Company and plus the Dealer Manager instructing the Escrow Agent to deliver such funds as the Company shall direct (other than any funds received from New York Subscribers and Tennessee Subscribers which cannot be released until the conditions of Sections 3 and 4, respectively, have been met). The Escrow Agent shall release funds and any interest accrued thereon; provided, however, or other income earned thereon from the Escrow Account as directed by the Company pursuant to written instruction that the Company shall provide to the Escrow Agent from time to time and the Escrow Agent shall not disburse those funds within 10 business days of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Companysuch written instructions, or otherwise in accordance with the Company’s written request. Notwithstanding the aboveas soon thereafter as practicable, the Company’s board of directors may elect transfer by check to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceedseach subscriber any interest actually earned.
(c) After If the satisfaction of Company has not raised the provisions of this Section 2 with respect Minimum Offering on or prior to the disbursement of fundsClosing Date, in the event that the Company receives subscriptions made payable to Transfer Agent shall provide the Escrow Agent, subscription proceeds may continue Agent the information needed to be received return the funds in the Escrow Account, but together with any interest thereon, to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreementeach respective subscriber, and at the written instruction of the Company to the Escrow Agent, Agent shall be disbursed as directed by promptly (but in no event later that 30 business days following the Company. The terms of this Section 2(cClosing Date) shall survive the assignment or termination of this Escrow Agreement create and the resignation or removal of dispatch checks and wires drawn on the Escrow Agent.
(d) If, as Account to return the amount of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal Account, together with their pro rata share of any interest thereon, without deduction, penalty or exceed expense, to the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereofrespective subscribers, and upon receipt of such written notice, the Escrow Agent shall promptly return directly notify the Company and the Dealer Manager of its distribution of the funds. The subscription payments returned to each Subscriber:
(i) by check subscriber shall be free and clear of any and all claims of the Company or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf any of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metits creditors.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsMVP REIT II, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer Selling Agent who submitted such Instrument of Payment. When the Selected Dealera Selling Agent’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealersuch Selling Agent, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer such Selling Agent will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerSelling Agent’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer Selling Agent shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, Company or the Dealer Manager or a Selected DealerSelling Agent, the Transfer Agent, the Company, Company or the Dealer Manager or a Selected DealerSelling Agent, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A to this Escrow Agreement (the “List of Subscribers”). The Transfer Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager Company or the Selected Dealers Selling Agent transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager Selling Agent will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent (excluding proceeds received from Pennsylvania Investors) shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Selling Agent. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within 10 business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) the Escrow Agent shall promptly notify the Company. Within 10 days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and payments.
(e) Disbursement of Proceeds for Pennsylvania Investors. Notwithstanding the foregoing, proceeds from Pennsylvania Investors will not count towards meeting the Minimum Amount for purposes of Section 2. Proceeds received from Pennsylvania Investors will not be released from the Escrow Account until the provisions Pennsylvania Minimum Amount is obtained. If the Pennsylvania Minimum Amount is obtained at any time prior to the Expiration Date, the Escrow Agent shall promptly notify the Company and, upon receiving acknowledgement of Section 9 such notice and Section 24 hereof written instructions from the Company, the Escrow Agent shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing proceeds from Pennsylvania Investors, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit C to this Agreement that remain outstanding. The Escrow Agent agrees that the Pennsylvania Minimum Amount in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company. If the Pennsylvania Minimum Amount has not been obtained prior to the Expiration Date, upon written instructions from the Company, the Escrow Agent shall, within 15 calendar days of receipt of such request, refund to each Pennsylvania Investor by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Pennsylvania Investor at the address provided on the List of Subscribers. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Pennsylvania Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Pennsylvania Investors who have not provided an executed Form W-9 or substitute Form W-9, the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Pennsylvania Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been metcollected by Escrow Agent. If the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after the date on which the Company accepts the first subscription from a Pennsylvania Investor (the “Initial Escrow Period”), and instruments of payment dated not later than that date, for the purchase of Shares providing for total purchase proceeds from all nonaffiliated sources that equal or exceed the Pennsylvania Minimum Amount, the Escrow Agent shall promptly notify the Company. Thereafter, the Company or its agents shall send to each Pennsylvania Investor by certified mail within ten (10) calendar days after the end of the Initial Escrow Period a notification substantially in the form of Exhibit D. If, pursuant to such notification, a Pennsylvania Investor requests the return of his or her Subscriber Funds within ten (10) calendar days after receipt of the notification (the “Request Period”), the Escrow Agent shall promptly refund directly to each Pennsylvania Investor the collected funds deposited in the Escrow Account on behalf of such Pennsylvania Investor or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, to the address provided on the List of Subscribers, upon which the Escrow Agent shall be entitled to rely, together with interest income earned as determined in accordance with the terms and conditions specified herein. Notwithstanding the above, if the Escrow Agent has not received an executed Form W-9 or substitute Form W-9 for such Pennsylvania Investor, the Escrow Agent shall thereupon remit an amount to such Pennsylvania Investor in accordance with the provisions hereof, withholding the applicable percentage for backup withholding in accordance with IRS regulations, as then in effect, from any interest income earned on Subscriber Funds (determined in accordance with the terms and conditions specified herein) attributable to such Pennsylvania Investor. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments. The Subscriber Funds of Pennsylvania Investors who do not request the return of their Subscriber Funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence of the earliest of (i) the Expiration Date, (ii) the receipt and acceptance by the Company of subscriptions for the purchase of Securities (excluding persons affiliated with the Company) with total purchase proceeds that equal or exceed the Pennsylvania Minimum Amount and the disbursement of the Escrow Account on the terms specified herein, and (iii) all funds held in the Escrow Account having been returned to the Pennsylvania Investors in accordance with the provisions hereof.
Appears in 1 contract
Samples: Escrow Agreement (MVP REIT II, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.Fidelity Private Credit Fund” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;
(ii) the number and class of Shares purchased by such Subscriber; and
(iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)Agent.
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers).
(c) With respect to any such disbursement, the Company (i) certifies it shall review any wire instructions set forth herein to confirm such wire instructions are accurate, and (ii) agrees it will not seek recourse from UMB Bank, N.A., as a result of losses incurred by it for making the disbursement in accordance with its instructions herein. Thereafter, the Escrow Agent shall promptly disburse to the Company, or as the Company directs. by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereonAgent; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(cd) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(de) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Infrastructure Company LLC”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class type of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;
(ii) the number and class type of Shares purchased by such Subscriber; and
(iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Company or Dealer Manager shall direct the Escrow Agent shall in writing to disburse directly to such Subscriber the principal amount of the subscription payment order from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)Agent.
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000100,000,000 of Shares (including any shares purchased by Apollo Asset Management, including Shares purchased Inc. or its affiliates) or such lesser amount as determined by the Company’s sponsor, board of directors in its affiliates, and the Company’s officers and directors sole discretion (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments orders from Subscribers received by the Escrow Agent and plus any interest accrued thereonAgent; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release delivery of all Subscriber Funds in the escrow proceedsEscrow Account to the Company.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may Agent continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, Account the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds Company has not authorized the release of the Subscriber Funds in the Escrow Account do not equal or exceed to the Minimum AmountCompany, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 23 hereof have been met.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall will be remitted by Subscribers to a Dealer at the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to .
(b) When a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected such Dealer will send to the Escrow Processing Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected a Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected such Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Processing Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, mail or email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will not be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall shall, subject to Section 7(c) below, disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(bc) If, If at any time on or prior to the Expiration Date (as defined below), (i) the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000150,000,000, including Shares purchased by the Company’s sponsor, its affiliates, affiliates and the Company’s officers and directors (“Minimum Amount”)) and (ii) the Company’s board of directors has authorized the release to the Company of all Subscriber Funds in the Escrow Account, then the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, transfer (i) the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(cd) After the satisfaction of Escrow Agent has disbursed the provisions of funds from the Escrow Account in accordance with this Section 2 with respect to the disbursement of funds2, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction Escrow Agent shall notify the Company of the Company to the Escrow Agent, receipt of such proceeds and such proceeds shall be disbursed as directed in writing by the Company. The terms of this Section 2(c2(d) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(de) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum AmountAmount (or, even if the Minimum Amount is met, the Company notifies the Escrow Agent that the Company’s board of directors has not authorized the release to the Company of all Subscriber Funds in the Escrow Account), within ten (10) 10 days following the Escrow Agent’s receipt of written notice from the Company of the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments payments.
(f) The Company shall, or shall cause the Processing Agent or the Dealer Manager to, furnish to the Escrow Agent with each delivery of an Instrument of Payment, a list of the Subscribers who have paid for the Shares showing the name, address, tax identification number, amount and class of Shares subscribed for and the amount paid and deposited with the Escrow Agent. This information comprising the identity of Subscribers shall be provided to the Escrow Agent in the format set forth on Exhibit A to this Agreement (the “List of Subscribers”). All Subscriber 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 provisions Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Subscriber Funds on deposit in the Escrow Account and no such funds shall become the property of Section 9 the Company except when released to the Company pursuant to this Agreement. The Escrow Agent will treat all Subscriber information as confidential and Section 24 hereof have been metwill not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent; provided the Escrow Agent may disclose Subscriber information to the extent required by applicable law or to the extent required by a supervisory or governmental authority or a self-regulatory organization pursuant to any examination, inquiry, or audit of the Escrow Agent.
Appears in 1 contract
Samples: Escrow Agreement (Oaktree Real Estate Income Trust, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds Deposits in the Escrow Account are disbursed from Account. During the Escrow Account in accordance with Section 2(b) hereofPeriod, Subscribers persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Soliciting Dealers to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty ”HMS Income SolutionsFund, Inc.” Completed subscription agreements and Instruments of Payment checks, or wire transfers, in payment for the purchase price subscription amount shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Transfer Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as address set forth in Exhibit A (List of Subscribers)the subscription agreement. The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds Investor Funds are disbursed in accordance with this Section 2Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account, such funds Investor Funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment checks are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amountnonpayment, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, Account in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
; (ii) the subscriber’s social security number; (iii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined belownotified in writing to the Escrow Agent by the Company and the Dealer Manager) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed by the Dealer Manager or Dealers to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” CIM Commercial Trust Corporation”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the Escrow Agent at the address designated as provided for in Section 9, and wire payments shall be transmitted directly to the receipt of such agreements and Instruments of PaymentEscrow Account. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials Agreement (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription MaterialsAgreement, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s namesubscription agreement, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class form of Shares purchased and purchase price remitted and any other subscription documentation which is an exhibit to the Offering Document (the “Subscription MaterialsAgreement”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials Agreement to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription MaterialsAgreement, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription MaterialsAgreement, forward the Instruments of Payment and the Subscription Materials Agreement to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to ; provided the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares shall have no obligation with respect to the Escrow Agent for deposit in the Escrow Accountcollection of such Subscription Agreement. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2Escrow Agreement. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;
(ii) the number and class of Shares purchased by such Subscriber; and
(iii) the amount paid by such Subscriber for such Sharespayment. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)close of business on June 28, 2018, or June 28, 2019 if the subscription proceeds received Offering is extended to such date by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by Company (the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum AmountClosing Date”), the Company shall deliver to Minimum Amount has been raised or at the written instruction of the Company, the Escrow Agent a shall notify the Company and the Dealer Manager and the funds in the Escrow Account shall remain in the Escrow account until the Escrow Agent receives written instruction from an officer of the Company and the Dealer Manager stating that the Minimum Amount has been timely raised and authorizing the delivery of all such Subscriber Funds in the Escrow Account to as the Company (subject to Section 3 hereof for Pennsylvania Subscribers)and Dealer Manager shall jointly direct in writing. Thereafter, the Escrow Agent shall promptly disburse to the Company, by check release funds and any interest or wire transfer, the funds in other income earned thereon from the Escrow Account representing as directed by the principal amount of Company pursuant to written instruction that the gross subscription payments from Subscribers received by Company shall provide to the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect from time to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceedstime.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject required to be held in escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreementproceeds, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as transferred from the Escrow Account to the Company, unless otherwise directed in writing by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Closing Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly so notify the Company and the Dealer Manager. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
, (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereonthereon (subject to any applicable withholding as described in Section 8). The However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company Fund has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Blackstone Private Credit Fund”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager Fund or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the CompanyFund, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company Fund or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company Fund in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company Fund nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company Fund or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including excluding Shares purchased by the CompanyFund’s sponsor, its affiliates, affiliates and the CompanyFund’s officers and directors trustees (“Minimum Amount”), the Company Fund, at a time determined by the Fund’s board of trustees, shall deliver to the Escrow Agent a written instruction from an officer of the Company Fund stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Fund. Thereafter, the Escrow Agent shall (i) promptly disburse to the CompanyFund, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the CompanyFund, or otherwise in accordance with the CompanyFund’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company Fund receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company Fund reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company Fund to the Escrow Agent, shall be disbursed as directed by the CompanyFund. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow.
(a) Until such time as the Company Fund has received subscriptions for Shares resulting in gross subscription proceeds equal to satisfaction of the Minimum Shareholder Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Xxxxx Capital Private Credit Fund”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager Fund or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) subscription agreements are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materialssubscription agreements, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”)Payment. When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription MaterialsPayment, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription MaterialsPayment, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer The Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the CompanyFund, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company Fund or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Shareholder Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company Fund in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Shareholder Amount, neither the Company Fund nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction Escrow Agent receipt of written instruction from an officer of the Fund stating that the Minimum AmountShareholder Amount has been timely met and authorizing the delivery of all Subscriber Funds in the Escrow Account for such class of Shares to the Fund, upon the Escrow Agent’s receipt of a written request of a Subscriber the Fund or Dealer Manager (which may be delivered by the Company Fund or Dealer Manager) to withdraw their purchase order and Manager shall provide at the request of a full refundSubscriber), the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).thereon.
(b) IfFor each class of Shares, the Fund will take purchase orders and the investors’ funds will be retained in the Escrow Account until the Fund receives purchase orders for at least 100 investors in such class (“Minimum Shareholder Amount”). If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received Minimum Shareholder Amount for a class of Shares is satisfied, the Fund, at a time determined by the Escrow Agent are equal to or greater than $100,000,000Fund’s board of trustees, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company Fund stating that the Minimum Shareholder Amount has been timely raised met and authorizing the delivery of all Subscriber Funds in the Escrow Account for such class of Shares to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Fund. Thereafter, the Escrow Agent shall (i) promptly disburse to the CompanyFund, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the CompanyFund, or otherwise in accordance with the CompanyFund’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company Fund receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company Fund reaching the Minimum Shareholder Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company Fund to the Escrow Agent, shall be disbursed as directed by the CompanyFund. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent..
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do Fund does not equal or exceed satisfy the Minimum AmountShareholder Amount for a class of Shares, within ten (10) days following the Expiration Date, the Company Fund or the Dealer Manager shall provide the Escrow Agent will give written notice thereof, and upon receipt of such written notice, occurrence and the Escrow Agent shall promptly thereafter receipt of such written notice return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments payments.
(e) With respect to any requested disbursement, the Fund (i) certifies it shall review any wire instructions attached to or set forth in such written disbursement direction to confirm such wire instructions are accurate, and until (ii) agrees it will not seek recourse from the provisions Escrow Agent as a result of Section 9 and Section 24 hereof have been met.losses incurred by it for making the disbursement in accordance with this disbursement direction.
Appears in 1 contract
Samples: Escrow Agreement (Golub Capital Private Credit Fund)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsMVP REIT II, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer Selling Agent who submitted such Instrument of Payment. When the Selected Dealera Selling Agent’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealersuch Selling Agent, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, such Selling Agent, pursuant to its Selling Agreement with the Selected Dealer Company, will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerSelling Agent’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Selling Agent, pursuant to its Selling Agreement with the Selected Dealer Company, shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, Company or the Dealer Manager or a Selected Dealer, the Transfer Selling Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, Company will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A to this Escrow Agreement (the “List of Subscribers”). The Transfer Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager Company or the Selected Dealers Selling Agent transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager Selling Agent will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent (excluding proceeds received from Pennsylvania Investors and Washington Investors) are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Selling Agent. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within 10 business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) the Escrow Agent shall promptly notify the Company. Within 10 days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed Internal Revenue Service (“IRS”) Form W-9 or substitute Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9 or substitute Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Samples: Escrow Agreement (MVP REIT II, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsMxxxx National REIT II, Inc.” Inc. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected a Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected such Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected such Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Dealer Manager. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within ten (10) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly notify the Company. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds Deposits in the Escrow Account are disbursed from Account. During the Escrow Account in accordance with Section 2(b) hereofPeriod, Subscribers persons subscribing to purchase Shares will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.Empire REIT.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then ; the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers)B . The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscriberssubscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments instruments of Payment payment are returned to the Escrow Agent for nonpayment prior to the satisfaction receipt of the Minimum AmountBreak Escrow Certificate (as defined below), the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to During the satisfaction of the Minimum AmountEscrow Period, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
Appears in 1 contract
Samples: Escrow Agreement
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares Securities resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” except in the case of Instruments of Payment for Operating Partnership units to “UMB Bank, N.A., as Escrow Agent for ARIS Operating Partnership L.P.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased Securities subscribed and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
(i) the Subscriber’s name and address;
(ii) the number and class of Shares purchased Securities subscribed by such Subscriber; and
(iii) the amount paid by such Subscriber for such SharesSecurities. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase subscription order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment order from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased Securities subscribed by the Company’s sponsorApollo Global Management, Inc., together with its subsidiaries, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company or as the Company shall direct (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments orders from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release delivery of all Subscriber Funds in the escrow proceedsEscrow Account to the Company.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may Agent continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
Appears in 1 contract
Samples: Escrow Agreement (Apollo Realty Income Solutions, Inc.)
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account Subscriber Funds are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsMxxxx National REIT II, Inc.Inc. ” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of PaymentPayment not later than the end of the second business day following receipt by the Dealer of such materials . When the Selected a Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected such Dealer, by the end noon of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected such Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end noon of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer AgentCompany, the Dealer Manager or a Dealer, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. A. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iii) the amount paid by such Subscriber subscriber for such Shares. Prior to the satisfaction termination of the Minimum Amountthis Escrow Agreement, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below)Date, the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000the Minimum Amount, including Shares purchased by the Company’s sponsor, its affiliates, Escrow Agent shall promptly notify the Company and the Company’s officers and directors (“Minimum Amount”)Dealer Manager. After the Escrow Agent delivers such notice, the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds subscription funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Company. Thereafter, the Escrow Agent shall promptly (i) disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent Agent, and plus (ii) within ten (10) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed transferred from the Escrow Account or deposited into, as the case may be, a commercial deposit account in the name of the Company with the Escrow Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination No provisions of this Escrow Agreement and shall apply to the resignation or removal of the Escrow AgentDeposit Account.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within the Escrow Agent shall promptly notify the Company. Within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon Company’s receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds subscription funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company Fund has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders payments from the Subscriber’s broker (“Instruments of Payment”) ), as applicable, for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Blackstone Private Credit Fund”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager Fund or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, the Transfer Processing Agent, the CompanyFund, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). A. The Transfer Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the CompanyFund, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company Fund or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company Fund in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company Fund nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company Fund or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof)thereon.
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including excluding Shares purchased by the CompanyFund’s sponsor, its affiliates, affiliates and the CompanyFund’s officers and directors trustees (“Minimum Amount”), the Company Fund, at a time determined by the Fund’s board of trustees, shall deliver to the Escrow Agent a written instruction from an officer of the Company Fund stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers)Fund. Thereafter, the Escrow Agent shall (i) promptly disburse to the CompanyFund, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus (ii) within five (5) business days after the first business day of the succeeding month, disburse to such Subscribers any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the CompanyFund, or otherwise in accordance with the CompanyFund’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company Fund receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company Fund reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company Fund to the Escrow Agent, shall be disbursed as directed by the CompanyFund. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent and shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
Appears in 1 contract
Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in During the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereofPeriod, Pennsylvania Subscribers and Washington Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Dealers to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income SolutionsXxxxx Global REIT II, Inc.,” Completed subscription agreements as required pursuant to Section 3 and Instruments Section 4, respectively. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of Payment for the purchase price next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be remitted to transmitted for deposit in accordance with the address designated for the receipt of such agreements and Instruments of Paymentfollowing procedures. Any Instruments of Payment made payable Where, pursuant to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the Instruments of Payment subscription documents and the Subscription Materials (as defined below) checks are initially received by the Selected Dealerfrom Pennsylvania Subscribers and Washington Subscribers, checks will be transmitted by the end of the next business day after following receipt of any Instruments of Payment the subscription documents and Subscription Materials, checks by the Selected Dealer will send to the Escrow Agent until the Pennsylvania Minimum Offering (as defined in Section 3 hereof) has been achieved, with respect to Pennsylvania Subscribers or until the Washington Minimum Offering (as defined in Section 4) has been achieved, with respect to Washington Subscribers. After the Pennsylvania Minimum Offering has been achieved, in the case of Pennsylvania Subscribers, or after the Washington Minimum Offering has been achieved, in the case of Washington Subscribers, such Instruments subscription documents and checks will be transmitted by the end of Payment along with each Subscriber’s namethe next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. Where, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected pursuant to a Dealer’s internal supervisory procedures are procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment subscription documents and the Subscription Materials checks will be transmitted to the Final Review Office by the end of the next business day after following receipt of any Instruments of Payment the subscription documents and Subscription Materials, and then checks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish Final Review Office to the Escrow Agent a list detailing information regarding until the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers or until the Washington Minimum Offering has been achieved, with respect to the Washington Subscribers. After the Pennsylvania Minimum Offering has been achieved, with respect to Pennsylvania Subscribers or after the Washington Minimum Offering has been achieved, with respect to Washington Subscribers, such subscriptions subscription documents and checks will be transmitted by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from directed by the Company, the Dealer Manager or the Selected . Dealers transmitting monies shall deliver checks and subscriptions from Subscribers) for the payment of Shares completed subscription documents via overnight courier to the Escrow Agent at the address as provided for deposit in Section 12(2), and wire payments shall be transmitted directly to the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2Agreement. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments instruments of Payment payment are returned to the Escrow Agent for nonpayment prior to raising the satisfaction of Pennsylvania Minimum Offering, with respect to Pennsylvania Subscribers, or prior to raising the Washington Minimum AmountOffering, with respect to Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, Account in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscribersubscriber’s name and address;
, (ii) the subscriber’s social security number, (iii) the number and class of Shares purchased by such Subscriber; and
subscriber, and (iiiiv) the amount paid by such Subscriber subscriber for such Shares. Prior to During the satisfaction of the Minimum Amount, Escrow Period neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, at any time on or prior to the Expiration Date (as defined below), the subscription proceeds received by the Escrow Agent are equal to or greater than $100,000,000, including Shares purchased by the Company’s sponsor, its affiliates, and the Company’s officers and directors (“Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company (subject to Section 3 hereof for Pennsylvania Subscribers). Thereafter, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release of the escrow proceeds.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do not equal or exceed the Minimum Amount, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall promptly return directly to each Subscriber:
(i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
(ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been met.
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Operation of the Escrow. (a) Until such time as the Company has received subscriptions for Shares in the Offering resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers in the Offering will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty IPC Alternative Real Estate Income SolutionsTrust, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer Financial Professional who submitted such Instrument of Payment. When the Selected DealerFinancial Professional’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected DealerFinancial Professional, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer Financial Professional will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased subscribed and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected DealerFinancial Professional’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer Financial Professional shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2, provided that the Escrow Agent hereby agrees to maintain the funds contributed by Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Processing Agent so that the requirements of Section 3 of this Escrow Agreement can be met. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Processing Agent shall delete the appropriate account from the records maintained by the Transfer Processing Agent. The Transfer Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:
: (i) the Subscriber’s name and address;
, (ii) the number and class of Shares purchased subscribed for by such Subscriber; and
, and (iii) the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase subscription order and request a full refund, the Company shall direct the Escrow Agent shall in writing to disburse directly to such Subscriber the principal amount of the subscription payment order from such Subscriber received by the Escrow Agent plus any interest accrued thereon (subject to Sections 9 and 24 hereof).
(b) If, If at any time on or prior to the Expiration Date (as defined below), the subscription proceeds Company determines that the Subscriber Funds received by the Escrow Agent are in connection with investment in the Offering is equal to or greater than $100,000,000, 2,500,000 (including Shares shares of the Company’s common stock purchased or subscribed for by the Company’s advisor, its sponsor, its affiliates, their affiliates and the Company’s officers and directors directors) (the “Minimum Amount”), the Company shall deliver to the Escrow Agent a written instruction from an officer of the Company stating certifying that the Minimum Amount has been timely raised and authorizing the delivery of all Subscriber Funds in the Escrow Account to the Company or as the Company shall direct (subject to Section 3 hereof for Pennsylvania Subscribers) (the “Break Escrow Letter”). ThereafterSuch letter shall constitute sufficient evidence for the purpose of this Escrow Agreement that such event has occurred. The current form of the Break Escrow Letter is attached hereto as Exhibit B. Thereafter (and subject to Section 3 hereof for Pennsylvania Subscribers), the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the principal amount of the gross subscription payments orders from Subscribers received by the Escrow Agent and plus any interest accrued thereon; provided, however, that the Escrow Agent shall not disburse those funds of a Subscriber whose subscription has been rejected or rescinded of which the Escrow Agent has been notified in writing by the Company, or otherwise in accordance with the Company’s written request. Notwithstanding the above, the Company’s board of directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the release delivery of all Subscriber Funds in the escrow proceedsEscrow Account to the Company. With respect to any requested disbursement, the Company (i) certifies it has reviewed any wire instructions attached to or set forth in such written direction to confirm such wire instructions are accurate and, (ii) agrees it will not seek recourse from the Escrow Agent as a result of losses incurred by it for making the disbursement in accordance with this disbursement direction.
(c) After the satisfaction of the provisions of this Section 2 with respect to the disbursement of funds, in the event that the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in the Escrow Account, but to the extent that the process shall not be subject to escrow due to the Company reaching the Minimum Amount, the proceeds shall not be subject to this Escrow Agreement, and at the written instruction of the Company to the Escrow Agent, shall be disbursed as directed by the Company. The terms of this Section 2(c) shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
(d) If, as of the close of business on the one year anniversary of the commencement of the Offering (the “Expiration Date”), the funds in the Escrow Account do Agent has not equal or exceed the Minimum Amountreceived a Break Escrow Letter, within ten (10) days following the Expiration Date, the Company or the Dealer Manager shall provide direct the Escrow Agent written notice thereof, and upon receipt of such written notice, the Escrow Agent shall in writing to promptly return directly to each Subscriber:
Subscriber (i) by check or wire transfer, the Subscriber Funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with this Escrow Agreement); or
, or (ii) the Instruments of Payment delivered to the Escrow Agent with respect to such Subscriber’s subscription if such Instrument of Payment has not been processed for collection prior to such time, in either case, together with any interest income thereon. The Notwithstanding the above, in accordance with Section 9 and Section 24 hereof, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments hereunder until the Escrow Agent has collected funds represented by such payments and until the provisions of Section 9 and Section 24 hereof have been metpayments.
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Samples: Escrow Agreement (IPC Alternative Real Estate Income Trust, Inc.)