Return of Escrowed Funds. If the Escrow Agent receives written notice of the occurrence of the Closing Date from the Company or Dealer Manager and has not received a Break Escrow Letter, or if the Escrow Agent receives an Offering Termination Letter (as described below), or if the Escrow Agent otherwise receives written notice from the Company or Dealer Manager of the rejection of a subscriber’s subscription, the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. If at any time prior to the raising of the Minimum Offering and the Closing Date the Company decides to terminate the offering, the Company shall notify the Escrow Agent and Processing Agent by means of a letter from an officer of the Company authorizing the Escrow Agent to distribute the funds in the Escrow Account as provided in this paragraph (an “Offering Termination Letter”).
Return of Escrowed Funds. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, together with any interest thereon, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. The subscription payments returned to each subscriber (including those, if any, returned to Pennsylvania Subscribers and Tennessee Subscribers pursuant to Sections 3 and 4, respectively) shall be free and clear of any and all claims of the Company or any of its creditors.
Return of Escrowed Funds. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, together with any interest thereon, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. The subscription payments returned to each subscriber (including those, if any, returned to New York Subscribers, Pennsylvania Subscribers and Washington Subscribers pursuant to Sections 3, 4 and 5, respectively) shall be free and clear of any and all claims of the Company or any of its creditors.
Return of Escrowed Funds. If the Escrow Agent receives written notice from the Company or Transfer Agent of the rejection of a subscriber’s subscription received during an Intra-Month Period, the Escrow Agent shall, promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Transfer Agent of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.
Return of Escrowed Funds. Upon completion of the Professional Consultants’ review of the Project – or, if in the case of subdivision or land development for which a Subdivision/Land Development Financial Security Agreement is required and has been executed by the Borough and the Developer – and upon written request from the Developer, the Borough shall return any unused funds remaining in the Escrow to the Developer within ten business days after receiving final invoices from the Borough’s Professional Consultants.
Return of Escrowed Funds. If the Escrow Agent has not received a Break Escrow Letter on or prior to the Closing Date, or if the Escrow Agent receives an Offering Termination Letter (as described below), the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. The subscription payments returned to each subscriber (shall be free and clear of any and all claims of the Company or any of its creditors. If at any time prior to the raising of the Minimum Offering and the Closing Date the Company decides to terminate the offering, the Company shall notify the Escrow Agent and Processing Agent by means of a letter from an officer of the Company authorizing the Escrow Agent to distribute the funds in the Escrow Account as provided in this paragraph (“Offering Termination Letter”).
Return of Escrowed Funds. In the event that the Escrowed Funds have not been released pursuant to Section 1.2(a) or 1.2(b) above on or prior to February 28, 2010 (“Escrow Return Date”), then, at the request of any Purchaser in writing, the Escrow Agent shall return such Purchaser’s Subscription Amount from the Escrowed Funds to such requesting Purchaser. The Escrow Return Date for each Purchaser may be extended by mutual written consent of such Purchaser and the Company.”
9. Exhibit A to the Escrow Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A-2 hereto.
10. A new Exhibit D to the Escrow Agreement in the form of Exhibit B hereto is hereby added to the Escrow Agreement.
11. This Amendment shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California, without giving effect to conflict of law principles thereof.
12. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Except as specifically amended hereby, each of the Purchase Agreement and the Escrow Agreement shall remain in full force and effect.
Return of Escrowed Funds. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the termination of the offer of Class T Shares pursuant to the Offering by the Company, the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the principal amount of the funds in the Escrow Account, together with any interest thereon, without deduction for fees, penalties or expenses, to the respective Benefit Plan Investor s, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds, provided that the Escrow Agent shall not return such Benefit Plan Investor’s funds unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the Benefit Plan Investor. The subscription payments returned to each Benefit Plan Investor shall be free and clear of any and all claims of the Company or any of its creditors.
Return of Escrowed Funds. In the event that the Escrowed Funds have not been released pursuant to Section 1.2(a) or 1.2(b) above on or prior to March 31, 2010 (“Escrow Return Date”), then, at the request of any Purchaser in writing, the Escrow Agent shall return such Purchaser’s Subscription Amount from the Escrowed Funds to such requesting Purchaser. The Escrow Return Date for each Purchaser may be extended by mutual written consent of such Purchaser and the Company.”
3. The definition of “IPO” in each of the Purchase Agreement and the Escrow Agreement is hereby amended and restated in its entirety to mean “a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which the aggregate net proceeds to the Company (after underwriting discounts, commissions and fees) are at least $20,000,000.”
4. This Amendment shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California, without giving effect to conflict of law principles thereof.
5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6. Except as specifically amended hereby, each of the Purchase Agreement and the Escrow Agreement shall remain in full force and effect.
Return of Escrowed Funds. If by 11:59 p.m. (Newport Beach, California time), November 30, 1999 (or such later date as determined by the Company in its sole discretion) the Escrow Agent has not received a Release Notice from the Company and the Representative, the Escrow Agent shall return to the Company, by wire transfer on the next business day, an amount equal to the Escrowed Funds.
