Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 2001, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 2001, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 2 contracts

Samples: Selected Dealer Agreement (Intervest Corporation of New York), Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 4,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~1999, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 4,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~1999, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 2 contracts

Samples: Selected Dealer Agreement (Intervest Corporation of New York), Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 6,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, ~~2001~~1997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the ~~Debentures~~Units, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank, Rochester, New York~~Manufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation ~~of New York~~ Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. ~~Any Debentures remaining unsold after the First Closing Date~~ Units may continue to be offered and sold for up to ~~120~~ 90 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the ~~Debentures~~ Units to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of ~~Debentures~~ Units purchased~~, the maturity thereof~~, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest ~~Corporation of New York~~Bancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest ~~Corporation of New York~~Bancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All ~~Debentures~~ Units shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 6,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~1997, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Bancshares Corp)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ ----------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 6,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~2002, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New ~~York Escrow Account~~York", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 6,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~2002, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 4,200,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, ~~2001~~1997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the ~~Debentures~~Units, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank, Rochester, New York~~Manufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation ~~of New York~~ Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any ~~Debentures~~ Units remaining unsold after the First Closing Date may continue to be offered and sold for up to ~~120~~ 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the ~~Debentures~~ Units to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of ~~Debentures~~ Units purchased~~, the maturity thereof~~, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest ~~Corporation of New York~~Bancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest ~~Corporation of New York~~Bancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All ~~Debentures~~ Units shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 4,200,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~1997, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Bancshares Corp)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~1997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T~~ Intervest Bank, ~~Rochester~~Clearwater, ~~New York~~Florida, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to ~~120~~ 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T~~ Intervest Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~1997, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. ~~All subscriptions~~ a. Not later than sixty (60) days after the end of each Post-Closing Period, Buyer shall prepare and deliver to Seller a statement setting forth Buyer’s calculation of the Applicable Additional Purchase Consideration, in each case, as of the end of the applicable Post-Closing Period (each such statement, a “Revenue Statement”). The Revenue Statement for ~~investments~~ the Second Post-Closing Period shall include Buyer’s calculation of the Catch-Up Payment, if Seller is entitled to elect to receive the Catch-Up Payment. The Revenue Statement shall be ~~---------------------- confirmed~~ accompanied by such documentation and materials supporting the calculations set forth therein as Seller may reasonably request. b. As soon as practicable following the date on ~~forms of a type acceptable under~~ which the ~~rules~~ Revenue Statement for the most recently ended Post-Closing Period is either agreed upon between Seller and ~~regulations of the NASD and~~ Buyer, or deemed binding in accordance with ~~Rule 15c2-8~~ Section 3.c or, if an Accounting Arbitrator has been appointed pursuant to Section 3.c, following any determination by such Accounting Arbitrator (but no later than ten (10) Business Days after such applicable date), Buyer shall, subject to Buyer’s setoff rights under Section 10.7 of the ~~1934 Act. If at least $5,000,000 in collected funds~~ Agreement, deliver to Seller the Applicable Additional Purchase Consideration for such Post-Closing Period (~~as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________~~and, ~~2001~~if applicable, the ~~Issuer may close the Offering~~ Catch-Up Payment) as follows: i. any cash payments to ~~those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers~~ be made by Buyer in respect of the ~~Debentures, transmit, in accordance with Rule 15c2~~Applicable Additional Purchase Consideration or Catch-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent Up Payment shall be made by ~~noon~~ Buyer by wire transfer in immediately available funds to Seller’s Bank Account or to such other account directed by Seller to Buyer in advance; ii. any Buyer Common Stock to be issued in respect of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, Applicable Additional Purchase Consideration or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which Catch-Up Payment shall be ~~accompanied~~ issued by ~~a copy of the check and any transmittal letter~~ Buyer to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 2001, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be Seller but delivered to the Escrow Agent to be held in accordance with the Escrow Agreement until the expiration of the Holding Period, with such amount of Buyer Common Stock to be determined in good faith by Buyer (or its compensation committee or other relevant committee) after the expiration of the applicable Post-Closing Period and prior to the date that such Buyer Common Stock is issued to Seller in accordance with the principles in Section 2.f; and iii. any Buyer Stock Options to be delivered in respect of the Applicable Additional Purchase Consideration or Catch-Up Payment shall be delivered by Buyer to Seller in the form of Exhibit A attached hereto. For clarity, the Holding Period contemplated by subsections (ii) and (iii) immediately above means (x) in the case of the Buyer Common Stock described in subsection (ii), that the Escrow Agent shall hold and Seller may not sell such Buyer Common Stock until at least two (2) years have passed since the issuance of such Buyer Common Stock to Seller and such Buyer Common Stock shall be released from Escrow after such two (2) year period has expired and otherwise in accordance with Section 2.g and (y) in the case of the Buyer Stock Options described in subsection (iii), that each such Buyer Stock Option will be exercisable at the time of grant to Seller, but that the Escrow Agent shall hold and Seller may not sell any shares of Buyer Common Stock issued on exercise of such Buyer Stock Option until at least two (2) years have passed since the grant of the Buyer Stock Option in question. c. Upon the written request of Seller, provided such request is received by Buyer within sixty (60) days after the date that the applicable Revenue Statement has been delivered pursuant to Section 3.a, Buyer shall permit a ~~Form W-9 executed~~ mutually acceptable independent accounting firm (the “Accounting Arbitrator”), whose expense shall be paid one-half by Seller and one-half by Buyer, to have access to the work papers and back-up materials used in preparing such ~~subscriber~~Revenue Statement, as well as the personnel of Buyer and the Company with knowledge regarding the matters underlying such Revenue Statement and the calculations set forth therein, at reasonable times and upon reasonable notice, for the purpose of determining the accuracy of the Revenue Statement and such calculations. Each of Buyer and Seller shall, and shall use commercially reasonable efforts to cause the Accounting Arbitrator to, work in good faith to complete any such inspection and audit within sixty (60) days of the date Seller made its request under the first sentence of this Section 3.c. The Accounting Arbitrator shall be directed to render a written report on the calculations set forth in the relevant Revenue Statement within such sixty (60) day period, which written report (and the findings and calculations therein) shall be conclusive and binding on the parties. If Seller does not deliver the written request required under this Section 3.c within thirty (30) days after the date a Revenue Statement has been delivered to Seller pursuant to Section 3.a, such Revenue Statement shall be conclusive and binding on Seller and Buyer, and Seller shall have no right to access or dispute, or have an accounting firm access any books or records of Buyer or the Company to confirm, such Revenue Statement or any calculations set forth therein.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Envestnet, Inc.)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ ------------------------ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 10,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 10,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by _______~~___~~, ~~2001~~2005, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 12,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ______________, ~~2001~~2005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 12,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2005, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 9,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~2004, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 9,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2004, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments shall ----------------------- be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 8,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, ~~2001~~200_, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 8,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by _________, 200_~~, 2001~~, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. ~~All subscriptions for investments~~ (a) For purposes of facilitating the administration of the calculation of the Earnout Payment, in July and January of each year during the period commencing on the Closing Date and ending on January 31, 2025, the Seller Representative and Parent shall meet (either in person or telephonically) to review each new investment product or solution that was formed by Parent or its Affiliates since the date of such last meeting to determine whether such product or solution is a Qualifying Greenspring Product and Solution. Parent and Seller Representative shall consider all such investment products and solutions and shall, in good faith, determine whether such product or solution is a Qualifying Greenspring Product and Solution within thirty (30) Business Days of such meeting. Any dispute as to whether or not such investment product or solution is a Qualifying Greenspring Product and Solution shall be ~~---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and~~ resolved in accordance with ~~Rule 15c2~~the dispute resolution provisions set forth in clauses (c), (d) and (e) of this Section 1.3 below. (b) Parent shall deliver to the Seller Representative a written statement (the “Earnout Statement”) no later than two Business Days after the date on which Parent’s quarterly report on Form 10-8 Q for the quarterly period ending December 31, 2024 is filed with the SEC (and if Parent is not required to file such report, then the last date on which such report would have been required to be filed with the SEC), setting forth in reasonable detail a calculation of the ~~1934 Act. If at least $5,000,000 in collected funds~~ Earnout Payment, including the Net Management Fee Revenues derived from each Qualifying Greenspring Product and Solution for the Earnout Period. (~~as defined in~~ c) During the ~~Escrow Agreement) have been received and such subscriptions accepted by~~ 30 days immediately following the ~~Issuer by __________, 2001~~Seller Representative’s receipt of the Earnout Statement, the ~~Issuer may close the Offering as~~ Seller Representative shall be permitted to ~~those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts~~review Parent’s calculations set forth in such Earnout Statement, and ~~money orders received from prospective purchasers of the Debentures~~granted reasonable access to Parent’s and its Representative’s working papers and other reports used by Parent to prepare such calculations; provided, ~~transmit,~~ that Parent’s external third-party accountants shall not be obligated to make any work papers available except in accordance with ~~Rule 15c2~~such accountants’ disclosure procedures and then only after the non-~~4(b~~client party has signed an agreement relating to access to such work papers in customary form and in substance reasonably acceptable to such accountants. Such Earnout Statement shall become final and binding upon the parties on the 30th day following receipt thereof by the Seller Representative unless the Seller Representative gives written notice of its disagreement (an “Earnout Notice of Disagreement”) in good faith with such calculation to Parent prior to such date, which notice shall specify in reasonable detail the nature and amount of any disagreement so asserted. An Earnout Notice of Disagreement shall only be valid to the extent the disagreements described therein relate to mathematical errors or disagreements as to the application of the ~~1934 Act~~relevant definitions and other applicable provisions in this Earnout Addendum and the Agreement. If a timely Earnout Notice of Disagreement is received by Parent and the disagreements specified therein are validly raised in accordance with the foregoing sentence, then such ~~items~~ Earnout Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing any differences they have with respect to ~~M&T Bank~~every matter specified in the Earnout Notice of Disagreement, ~~Rochester~~or (y) the date any matters properly in dispute are finally resolved in writing by the Independent Accounting Firm as set forth in Section 1.3(d) below. (d) During the 15 days immediately following the delivery of an Earnout Notice of Disagreement (an “Earnout Resolution Period”), ~~New York~~Parent and the Seller Representative shall seek in good faith to resolve any differences validly raised in such Earnout Notice of Disagreement. If, at the conclusion of an Earnout Resolution Period, the Seller Representative and Parent have not reached an agreement on any disagreement validly raised in such Earnout Notice of Disagreement (to the extent specified in the Earnout Notice of Disagreement delivered in accordance with Section 1.3(c) above), then, at the written election of either the Seller Representative or Parent, all amounts and issues specified in such Earnout Notice of Disagreement remaining in dispute shall be promptly submitted by the Seller Representative and Parent to the Independent Accounting Firm for a determination resolving such amounts and issues. After reviewing such written submissions and any underlying materials as ~~Escrow Agent~~the Independent Accounting Firm reasonably requests (and which Parent and the Seller Representative shall make readily available), ~~for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but~~ the Independent Accounting Firm shall promptly (and in any ~~event such transmittal to~~ event, within twenty (20) days) make a final determination of the ~~Escrow Agent~~ Revenue for the Earnout Period based solely on presentations by Parent and the Seller Representative (and not by independent review), which determination shall be ~~made~~ binding on the parties; provided, however, that the foregoing shall not prohibit Parent or the Seller Representative from bringing any Action (including any Action seeking an injunction, specific performance, or other equitable relief) (x) in connection with an actual or threatened breach by ~~noon~~ a party of the ~~next business day after your receipt~~ terms and conditions set forth in this Earnout Addendum or (y) to enforce any final determination by the Independent Accounting Firm, in each case, in any court or other tribunal of ~~such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered~~ competent jurisdiction and ~~sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers~~ otherwise in accordance with Section 8.10 of the ~~Debentures to the Underwriter by noon of the next business day after you receive~~ Agreement. In making such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other thingsdetermination, the ~~name, address~~ Independent Accounting Firm shall function as an expert and ~~tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which~~ not as an arbitrator. The Independent Accounting Firm (i) shall ~~be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to~~ be bound by the ~~terms~~ principles set forth in this Section 1.3, (ii) shall limit its review to matters specifically set forth and validly raised in the Earnout Notice of Disagreement and (iii) shall not assign a value to the Earnout Payment greater than the greatest value for the Earnout Payment claimed by either party or less than the smallest value for the Earnout Payment claimed by either party. (e) Section 2.11(d) of the ~~Escrow~~ Agreement ~~executed by Underwriter~~ shall apply hereunder mutatis mutandis. (f) Subject to Parent’s offset rights as set forth in Section 5.15(g) of the Agreement and withholding rights and obligations as set forth in Section 2.13 of the ~~Issuer and acknowledge that you have received a copy of such Escrow~~ Agreement~~. Until~~ , within 10 Business Days after the ~~First Closing Date~~applicable Earnout Payment is finally determined pursuant to this Agreement, ~~checks~~ Parent shall ~~be made payable~~ pay (or cause SSGLP to ~~"M&T Bank~~pay, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent in whole or in part) to the ~~purchaser who submitted~~ Seller Representative in cash the ~~check and shall not be accepted. All Debentures shall be registered and issued as designated~~ Earnout Payment (for distribution to the Sellers in accordance with their Allocated Shares), net of applicable withholding Taxes (if any), by ~~Dealer after the Closing Dates specified~~ wire transfer of immediately available funds in ~~the Prospectus. The Issuer reserves the right~~ U.S. dollars to ~~reject any subscription, and in~~ such ~~case, the Issuer will instruct the Escrow Agent or Underwriter,~~ account as may be designated in writing by the ~~case, to return, in full, any payment made in connection therewith. If~~ Seller Representative at least ~~$5,000,000~~ two (2) Business Days in ~~collected funds~~ advance. (~~as defined in the Escrow Agreement~~g) ~~have not been received and such subscriptions accepted by the Issuer by __________, 2001, subscription documents and funds~~ All Earnout Payments shall be ~~promptly returned~~ treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of U.S. state or local or non-U.S. Law, as appropriate (subject to ~~subscribers~~imputation of interest under Section 483 or Section 1274 of the Code) unless otherwise required by applicable Law. ~~Interest earned on funds in the Escrow Account~~ The parties shall ~~be applied to pay escrow expenses,~~ file all Tax Returns and take all positions for Tax purposes consistent with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriberforegoing.

Appears in 1 contract

Samples: Transaction Agreement (StepStone Group Inc.)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ ----------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 4,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ~~__________~~October 30, 2001, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 4,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2002, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 4,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ~~__________~~, 2001, the Issuer may ---------- close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 4,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ~~__________~~, 2001, subscription documents and funds shall be promptly returned ---------- to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ ------------------------ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 13,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ~~__________~~November 10, ~~2001~~2005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 13,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~2006, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments ------------------------ shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 6,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2003, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 6,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2003, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ ------------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 12,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ______________, ~~2001~~2004, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 12,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, ~~2001~~2004, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Mortgage Corp)

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 6,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ~~__________~~, ~~2001~~2003, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank~~Canandaigua National Bank and Trust Company, ~~Rochester~~Canandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest ~~Corporation of New York Escrow Account~~Mortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "~~M&T Bank, as~~ CNB - Escrow ~~Agent for Intervest Corporation of New York~~Intervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation ~~of New York~~", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 6,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ~~__________~~, ~~2001~~2003, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Corporation of New York)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the ~~NASD~~ FINRA and in accordance with Rule 15c2-8 of the 1934 Act. If at least $~~5,000,000~~ 10,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by _________________, ~~2001~~2010, the Issuer may close the Offering as to those subscribers (the "“First Closing Date"”). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T~~ Intervest National Bank, ~~Rochester~~New York, New York, as Escrow Agent, for deposit into an account entitled "“Intervest ~~Corporation of New York~~ National Bank, as Escrow ~~Account"~~Agent for Intervest Bancshares Corporation”, but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to ~~"M&T Bank, as~~ “INB – Escrow ~~Agent~~ for ~~Intervest Corporation of New York"~~IBC Debentures”. After the First Closing Date, checks shall be made payable to "“Intervest Bancshares Corporation ~~of New York"~~“, the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $~~5,000,000~~ 10,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ____________, ~~2001~~20__, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Bancshares Corp)

Payment and Procedures. All subscriptions for investments shall be ~~----------------------~~ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, ~~2001~~1998, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to ~~M&T Bank, Rochester, New York~~Manufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation ~~of New York~~ Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to ~~120~~ 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, ~~the maturity thereof,~~ and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest ~~Corporation of New York~~Bancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest ~~Corporation of New York~~Bancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, ~~2001~~1998, subscription documents and funds shall be promptly returned to subscribers. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Appears in 1 contract

Samples: Selected Dealer Agreement (Intervest Bancshares Corp)

Common use of Payment and Procedures Clause in Contracts