Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Income II, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income II” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar Real Estate Income II, Inc.” or “NorthStar Income II.” By noon of the next business day after receipt of any Payment Instruments, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers shall remit, or shall cause its authorized agent or representative to remit, to the Escrow Agent the Subscription Payments. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 3 contracts
Samples: Escrow Agreement (NorthStar Real Estate Income II, Inc.), Form of Escrow Agreement (NorthStar Real Estate Income II, Inc.), Form of Escrow Agreement (NorthStar Real Estate Income II, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Income IIRodin Global Property Trust, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IIRodin Global Property Trust.” Such amounts shall be deposited into and held in a subscription escrow (the “Escrow Account”)) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be separately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, orand shall cause its agents to, after cooperate with the Escrow Agent in separately accounting for Pennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except Pennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “NorthStar Real Estate Income IIRodin Global Property Trust, Inc.” or “NorthStar Income IIRodin Global Property Trust.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted not later than the end of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office will in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. The Escrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. The Company hereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s Transfer Agent, with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon written notice from the Company or the Dealer ManagerManager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such subscriptionSubscriber, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (Rodin Global Property Trust, Inc.), Escrow Agreement (Rodin Global Property Trust, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar NorthStar/RXR New York Metro Real Estate Income IIEstate, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IINorthStar/RXR New York Metro Real Estate” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar NorthStar/RXR New York Metro Real Estate Income IIEstate, Inc.” or “NorthStar Income IINorthStar/RXR New York Metro Real Estate.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted by noon of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, by noon of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office by noon of the next business day following receipt by such Dealer. The Final Review Office will in turn, by noon of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (NorthStar/RXR New York Metro Real Estate, Inc.), Escrow Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Rodin Income IITrust, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Rodin Income IITrust.” Such amounts shall be deposited into and held in a subscription escrow (the “Escrow Account”)) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be separately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, orand shall cause its agents to, after cooperate with the Escrow Agent in separately accounting for Pennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except Pennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “NorthStar Real Estate Rodin Income IITrust, Inc.” or “NorthStar Rodin Income IITrust.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted not later than the end of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office will in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. The Escrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. The Company hereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s Transfer Agent, with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon written notice from the Company or the Dealer ManagerManager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such subscriptionSubscriber, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (Rodin Income Trust, Inc.), Escrow Agreement (Rodin Income Trust, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Healthcare Income IITrust, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IIHealthcare” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar Real Estate Healthcare Income IITrust, Inc.” or “NorthStar Income IIHealthcare.” By noon of the next business day after receipt of any Payment Instruments, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers shall remit, or shall cause its authorized agent or representative to remit, to the Escrow Agent the Subscription Payments. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (NorthStar Healthcare Income Trust, Inc.), Form of Escrow Agreement (NorthStar Healthcare Income Trust, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Income IIHealthcare Income, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IIHealthcare” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar Real Estate Income IIHealthcare Income, Inc.” or “NorthStar Income IIHealthcare.” By noon of the next business day after receipt of any Payment Instruments, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers shall remit, or shall cause its authorized agent or representative to remit, to the Escrow Agent the Subscription Payments. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (NorthStar Healthcare Income, Inc.), Escrow Agreement (NorthStar Healthcare Income, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Income IINorthStar/RXR New York Metro Income, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IINorthStar/RXR New York Metro” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar Real Estate Income IINorthStar/ RXR New York Metro Income, Inc.” or “NorthStar Income IINorthStar/RXR New York Metro.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted by noon of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, by noon of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office by noon of the next business day following receipt by such Dealer. The Final Review Office will in turn, by noon of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement (NorthStar/RXR New York Metro Income, Inc.)
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Rodin Income IITrust, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Rodin Income IITrust.” Such amounts shall be deposited into and held in a deposit account in the name of the Escrow Agent (the “Escrow Account”)) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be separately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, orand shall cause its agents to, after identify to the Escrow Agent any Pennsylvania subscriber proceeds and cooperate with the Escrow Agent in separately accounting for Pennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except Pennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “NorthStar Real Estate Rodin Income IITrust, Inc.” or “NorthStar Rodin Income IITrust.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted not later than the end of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office will in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. The Escrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. The Company hereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s transfer agent (the “Transfer Agent”), with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon written notice from the Company or the Dealer ManagerManager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such subscriptionSubscriber, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 1 contract
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Rodin Income IITrust, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Rodin Income IITrust.” Such amounts shall be deposited into and held in a deposit account in the name of the Escrow Agent (the “Escrow Account”)) pending disbursement in accordance with this Agreement. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and in a manner in which they each may be separately accounted for on the records of Escrow Agent so that the requirements of Section 5 of this Agreement can be met. The Company shall, orand shall cause its agents to, after identify to the Escrow Agent any Pennsylvania subscription proceeds and cooperate with the Escrow Agent in separately accounting for Pennsylvania subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. After the Company meets the Minimum Amount, any investors (except Pennsylvania Subscribers) will be instructed by the Dealer Manager or Dealers to make the purchase price payable to the order of, or funds wired in favor of “NorthStar Real Estate Rodin Income IITrust, Inc.” or “NorthStar Rodin Income IITrust.” By noon Any Payment Instrument not conforming to the foregoing instructions shall be returned to the Subscriber not later than the end of the next business day after following receipt of any Payment Instruments, by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers of such Payment Instrument. Payment Instruments received by the Dealer Manager (with respect to any sales made by the Dealer Manager) which conform to the foregoing instructions shall remit, or shall cause its authorized agent or representative to remit, be transmitted not later than the end of the next business day following receipt by the Dealer Manager to the Escrow Agent or, after the Subscription PaymentsCompany has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Payment Instruments received by the Dealers which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Payment Instruments are received from subscribers, then, not later than the end of the next business day following receipt by such Dealer, the Dealer will transmit the Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions; and (ii) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Payment Instruments will be transmitted by such Dealer to the Final Review Office not later than the end of the next business day following receipt by such Dealer. The Final Review Office will in turn, not later than the end of the next business day following receipt by the Final Review Office, transmit such Payment Instrument to the Escrow Agent or, after the Company has received and accepted the Minimum Amount, to the Company as indicated in the foregoing instructions. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 8 and shall be deposited within one (1) business day of receipt. The Escrow Agent shall have no responsibility with respect to any funds payable to the Company in accordance with the foregoing. The Company hereby directs the Escrow Agent to provide DST Systems, Inc., the Company’s transfer agent (the “Transfer Agent”), with all electronic files and information needed by the Transfer Agent to maintain ownership records for the Company’s Shares. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver evidence of the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon written notice from the Company or the Dealer ManagerManager that a Subscriber has rescinded his or her subscription, return to such Subscriber all Subscription Payments pertaining to such subscriptionSubscriber, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 1 contract
Subscription Payments. An investor subscribing to purchase Shares (the “Subscriber”) will be instructed by the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers to remit the purchase price in the form of checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for NorthStar Real Estate Income IINorthStar/RXR New York Metro Income, Inc.” or “UMB Bank, N.A., as escrow agent for NorthStar Income IINorthStar/RXR New York Metro” (the “Escrow Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds wired in favor of “NorthStar Real Estate Income IINorthStar/ RXR New York Metro Income, Inc.” or “NorthStar Income IINorthStar/RXR New York Metro.” By noon of the next business day after receipt of any Payment Instruments, the Dealer Manager (with respect to any sales made by the Dealer Manager) or the Dealers shall remit, or shall cause its authorized agent or representative to remit, to the Escrow Agent the Subscription Payments. Such Subscription Payments shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 7 and shall be deposited within one (1) business day of receipt. In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent to the Company, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such subscription, together with any earnings thereon during the period that such payments were held by the Escrow Agent under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement (NorthStar/RXR New York Metro Income, Inc.)