Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-[_]” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the Offering) in the form of a check made payable to “ICON O&G Fund-[_]” to: ICON Investment Group, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the Offering on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the Offering the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania, have been received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly but not less frequently than monthly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay:
Appears in 1 contract
Samples: ICON Oil & Gas Fund
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-[_]Fund 14” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Equipment and Corporate Infrastructure Fund Fourteen, L.P.” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 20,000 Interests must be sold in the Primary Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering have been received in the Primary Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania, Pennsylvania have been received in the Primary Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily but not less frequently than monthly twice each month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay:
Appears in 1 contract
Samples: ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-[_]Fund 14” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Equipment and Corporate Infrastructure Fund Fourteen, L.P.” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as defined belowsubscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterPartnership. We undertake to promptly will return directly to you for return to any of your customers whose subscriptions are Subscription Agreement which is not accepted by the Managing General Partner, their Subscription Agreements Partner together with the related, uncashed related subscription payments payment within two business days of our receipt of samesame for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser an investor any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Managing Commonwealth of Pennsylvania), the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all of such investors’ subscription payments then on deposit and (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned on each subscription paymentthereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering in the Primary Offering have been received in received, the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania, have been received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily, but not less frequently than monthly twice each month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In The Partnership, by its acceptance of this Agreement, agrees to pay you an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the General Partner, its affiliates and each Selling Dealer (the “Affiliated Members”), (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Interests for a net price of $930.00 per Share and as to which no Sales Commissions are payable, and (c) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members shall be for investment purposes only and not with a view toward resale or other distribution and shall be limited to a maximum of 10% of the total Interests sold. All such compensation will pay:be paid by the Partnership within 30 days after each Closing Date in respect of subscriptions submitted by investors who were admitted to the Partnership on such Closing Date. No compensation will be paid in respect of subscriptions (or portions thereof) which have been rejected by the Partnership, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.
Appears in 1 contract
Samples: ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., N.A. as Escrow Agent for ICON O&G Fund-[_]Fund 15” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund 15” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as defined belowsubscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterPartnership. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed related subscription payments payment within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payments payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser an investor any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Managing Commonwealth of Pennsylvania), the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all of such investors’ subscription payments then on deposit and (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned on each subscription paymentthereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering in the Primary Offering have been received in received, the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania, Pennsylvania have been received in the Primary Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily, but not less frequently than monthly twice each month, following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will paypay you:
Appears in 1 contract
Samples: Icon Eci Fund Fifteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the applicable Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-[_]Fund-A,” “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-B” or “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund-A,” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Investment GroupCapital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the applicable partnership’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the each Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership applicable partnership thereafter. We undertake The applicable partnership undertakes to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the applicable partnership’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the Partnership partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnershippartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, which requires require that a minimum of 1,000 Interests must be sold in the applicable Partnership Offering before such resident’s residents’ subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership applicable partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the applicable Partnership Offering, subscription payments of Pennsylvania and Tennessee residents must be held in escrowescrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including PennsylvaniaPennsylvania and Tennessee, have been received in the applicable Partnership Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing DateDate for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the applicable Offering Period and to admit to the Partnership applicable partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date for a partnership will occur as frequently as bi-weekly daily but not less frequently than monthly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the applicable Partnership Offering. In connection with the each Partnership Offering, the Partnership applicable partnership will pay:
Appears in 1 contract
Samples: ICON Oil & Gas Fund
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., [_____] as Escrow Agent for ICON O&G Fund-[_]Fund 15” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund 15” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. [_____] (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as defined belowsubscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterPartnership. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed related subscription payments payment within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payments payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser an investor any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Managing Commonwealth of Pennsylvania), the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all of such investors’ subscription payments then on deposit and (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned on each subscription paymentthereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering in the Primary Offering have been received in received, the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania, Pennsylvania have been received in the Primary Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily, but not less frequently than monthly twice each month, following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will paypay you:
Appears in 1 contract
Samples: Icon Eci Fund Fifteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-[_]Fund 14” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund 14” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 20,000 Interests must be sold in the Primary Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering have been received in the Primary Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania, Pennsylvania have been received in the Primary Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily but not less frequently than monthly twice each month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay:
Appears in 1 contract
Samples: ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-[_]Fund 14” pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund 14” to: ICON Investment Group, LLC Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as defined belowsubscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterPartnership. We undertake to promptly will return directly to you for return to any of your customers whose subscriptions are Subscription Agreement which is not accepted by the Managing General Partner, their Subscription Agreements Partner together with the related, uncashed related subscription payments payment within two business days of our receipt of samesame for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser an investor any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Managing Commonwealth of Pennsylvania), the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership the amount of all of such investors’ subscription payments then on deposit and (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned on each subscription paymentthereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering in the Primary Offering have been received in received, the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania, have been received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily, but not less frequently than monthly twice each month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In The Partnership, by its acceptance of this Agreement, agrees to pay you an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the General Partner, its affiliates and each Selling Dealer (the “Affiliated Members”), (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (c) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members shall be for investment purposes only and not with a view toward resale or other distribution and shall be limited to a maximum of 10% of the total Interests sold. All such compensation will pay:be paid by the Partnership within 30 days after each Closing Date in respect of subscriptions submitted by investors who were admitted to the Partnership on such Closing Date. No compensation will be paid in respect of subscriptions (or portions thereof) which have been rejected by the Partnership, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.
Appears in 1 contract
Samples: ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.
Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-[_]Fund-A,” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-[_]Fund-A.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Investment GroupCapital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of Tennessee, for which an escrow account will be maintained until such time as defined belowsubscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterapplicable partnership. We undertake to promptly will return directly to you for return to any of your customers whose subscriptions are Subscription Agreement that is not accepted by the Managing General Partner, their Subscription Agreements Partner together with the related, uncashed related subscription payments payment within two business days of our receipt of samesame for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payments payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser an investor any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the Partnership partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnershippartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum Pennsylvania and the State of 1,000 Interests must be sold in the Offering before such resident’s subscription payment may be released from escrowTennessee) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership applicable partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned on each subscription paymentthereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, until subscriptions for 5% (or $10,000,000) of the maximum offering in the Offering have been received in received, the Offering, subscription payments of Pennsylvania and Tennessee residents must be held in escrowescrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including PennsylvaniaPennsylvania and Tennessee, have been received in the each Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing DateDate for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as bi-weekly daily, but not less frequently than monthly monthly, following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. In Subject to the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the Offering“RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation will be paid by the Partnership applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will pay:be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.
Appears in 1 contract
Samples: ICON Oil & Gas Fund
