Common use of Disbursement of Escrowed Funds Clause in Contracts

Disbursement of Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Custodian”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), no later than 30 days following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Disbursement of Escrowed Funds. If at any time on or prior After Closing, the Escrowed Funds shall be disbursed to the Closing Date payee or payees designated by Seller to persons or parties who are entitled to payment in monthly progress payments equal to the Minimum Offering Requirement costs for the construction of the Parking Improvements in accordance with the Purchase Contract set forth in each monthly payment application submitted by Seller simultaneously to Escrow Agent and Buyer pertaining to the on-going construction of the Parking Improvements by the Contractor under the Construction Contract. Each monthly payment application shall be accompanied by conditional lien releases with respect to the amounts to be disbursed under the current monthly payment application (to the extent applicable) and unconditional lien releases with respect to amounts previously disbursed under prior monthly payment applications (to the extent applicable). Each monthly disbursement from the Escrowed Funds shall be disbursed by Escrow Agent to the payee or payees designated by Seller within five (5) business days following Seller’s submittal of the monthly payment application and associated lien releases referenced above. Buyer shall not contest the disbursement by Escrow Agent of each monthly disbursement as long as Seller has been met, then upon complied with the happening disbursement requirements set forth herein. Upon (i) substantial completion of such eventthe Parking Improvements by the Contractor and (ii) delivery to Buyer of the certificate of occupancy or final building card sign off pertaining to the Parking Improvements, the principal amount entire undisbursed portion of the Escrowed Funds shall remain be disbursed to Seller as additional sale proceeds under the Purchase Contract. Notwithstanding that the Parking Improvements may not have been substantially completed by the Contractor (and/or Buyer has not received a certificate of occupancy or final building card sign off for the Parking Improvements) by the Completion Deadline, Buyer shall have the right, at its sole discretion, to instruct that the remaining Escrowed Funds be disbursed to Seller upon confirmation to Buyer’s satisfaction that sufficient funds will continue to be held by Seller to ensure final lien-free completion of the Parking Improvements by the Contractor, or Seller provides Buyer with assurances satisfactory to Buyer that such final lien-free completion of the Parking Improvements by the Contractor shall occur. Notwithstanding the foregoing, if (after the expiration of all applicable notice and cure periods set forth in the Escrow Account until Purchase Contract) Seller does not cause the Escrow Agent receives written direction provided substantial completion by the Company or Contractor of the Dealer Manager instructing Parking Improvements by the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds Completion Deadline (as the Company or same may be automatically extended pursuant to the Dealer ManagerPurchase Contract), as Buyer may elect to terminate Seller’s rights to coordinate the case may be, shall direct in writing. An affidavit or certification from an officer construction of the Company or Parking Improvements with the Dealer Manager to Contractor under the Escrow Agent stating that Purchase Contract and may request the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as disbursement of the Break Escrow Date; and (iii) if not all, that portion remaining balance of the Escrowed Funds to be transferred. Upon the receipt Buyer by the providing written notice thereof to Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank and Seller (the a “CustodianTermination Notice”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the . Escrow Agent shall from that point forward, transfer on disburse the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing remaining balance of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), no later than 30 Buyer within five (5) business days following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act Escrow Agent’s receipt of 1934, as amendeda Termination Notice from Buyer.

Disbursement of Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount (a) The parties agree that all of the Escrowed Funds shall remain are available to satisfy the obligation of Sellers to indemnify Horizon and Purchaser for those items set out in Sections 7.02, 7.03 and 7.04 of the Escrow Account until the Purchase Agreement. The Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, shall release all or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Company or the Dealer Manager Escrow Deposit to the Purchaser twenty (20) days following receipt by Escrow Agent of a written statement form Purchaser's Representative, a copy of which shall be provided simultaneously to Sellers stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which dollar amount of any indemnification owed to Purchaser by either Seller under the Minimum Offering Requirement has been met (the “Break Escrow Date”); Purchase Agreement, (ii) the actual total number of Shares sold as a concise statement of the Break Escrow Date; and facts giving rise to such claim for indemnification, (iii) if not all, that portion Purchaser has made a claim for such indemnification pursuant to the terms of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank Purchase Agreement and (the “Custodian”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from iv) that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent Purchaser has not received a Break Escrow Affidavit on or prior payment of such indemnification amounts within twenty (20) days after delivery of such claim to the Closing DateSellers; provided that if such sworn written statement shall be disputed by Sellers in writing delivered to Escrow Agent with a copy to Purchaser's Representative within fifteen (15) days after Escrow Agent's receipt of such written statement from Purchaser's Representative, the Escrow Agent shall promptly return continue to hold in escrow the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided to portion of the Escrow Agent without deduction, penalty Deposit subject to such dispute until the dispute shall have been finally resolved by mutual agreement or expense, and by a court of competent jurisdiction. Any notice disputing the Escrow Agent Purchaser's sworn written statement shall notify the Company and the Dealer Manager in writing of its distribution set forth a concise statement of the fundsfacts upon which Sellers are relying in disputing said sworn statement. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon be delivered to Purchaser in accordance with the terms and subject preceding paragraph shall be disbursed to the conditions Purchaser or Horizon as directed by Purchaser. Except as expressly set forth in this Section 2(b)the Stock Purchase Agreement, Purchaser's failure to claim, or delay in claiming, Escrowed Funds shall not be a waiver of Purchaser's rights and shall in no later than 30 days following the Closing Date, in compliance with Rules 10b-9 way affect or prejudice Purchaser's rights and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedremedies against Sellers to recover any amounts due Purchaser.

Disbursement of Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Custodian”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided to received by the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), no later than 30 days following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Disbursement of Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank National Association (the “Custodian”), as directed by the Company, on the date of the first [weekly] closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Company, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), no later than 30 days by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Disbursement of Escrowed Funds. If at So that Landlord may pay for the costs of any time on or prior to the Closing Date the Minimum Offering Requirement has been metcompleted Escrowed Funds Work, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain be disbursed to Landlord in the Escrow Account until the following manner: within one (1) business day after receipt by Escrow Agent receives from Landlord of Landlord’s written direction provided by request for disbursement (herein, a “Disbursement Request”) indicating the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion amount of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 of the Break Escrow AffidavitWork Letter) (herein, the Escrow Agent will deliver to U.S. Bank (the “CustodianDisbursement Amount”), as directed by together with (i) invoices from the Companyapplicable contractor(s), subcontractor(s) and other third parties (collectively, the “Construction Parties”) who performed such applicable Escrowed Funds Work evidencing such costs, and (ii) a written statement from Landlord certifying the amount set forth on the date such invoice that constitutes (A) Landlord’s “pro rata share” of the first closing following amount set forth on each such invoice, and (B) the receipt Disbursement Amount (i.e., Tenant’s “pro rata share” of the Break Escrow Affidavitamount set forth on each such invoice), the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwarddisburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, or as otherwise directed by the Company. AdditionallyLandlord, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return from the Escrowed Funds, including interest, if any, thereon, the amount of the applicable Disbursement Amount so requested by Landlord to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord shall be delivering to Escrow Agent Disbursement Requests for disbursement of portions of the Escrowed Funds from time to time during the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the subscriberscontrary, per if, following the namefinal completion of the Escrowed Funds Work, address and any Escrowed Funds remain in the amounts provided Escrow Account, then Landlord shall deliver to the Escrow Agent without deduction, penalty or expensea Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and the within one (1) business day after receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall notify disburse to Landlord in accordance with the Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company payment instructions attached hereto as Exhibit A, or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b)as otherwise directed by Landlord, the term “promptly return” shall mean that the Escrow Agent shall return remaining amount of the Escrowed Funds to subscribers, upon in the terms and subject to the conditions set forth in this Section 2(b), no later than 30 days following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.Escrow Account. EXHIBIT O