Distribution of the 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 Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation 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 of Common Stock 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 State Street Bank and Trust Company (the “Custodian”), as directed by the Corporation, 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 1st 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 Corporation. Additionally, the Corporation 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 Corporation. 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 Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments re...
Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date, the Minimum Offering has been raised, then upon the happening of such event, the funds in the Escrow Account shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Company and the Dealer Manager instructing the Escrow Agent to deliver the principal amount of such escrowed funds as the Company shall direct (other than any funds received from Pennsylvania Subscribers and Tennessee Subscribers which cannot be released until the conditions of Sections 3 and 4, respectively, have been met); provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. An affidavit or certification from an officer of the Company and an officer of the Dealer Manager to the Escrow Agent and Processing Agent stating that at least the Minimum Offering has been timely raised, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Affidavit shall indicate (i) the date on which the Minimum Offering was raised and (ii) the actual total number of Shares sold as of such date. Thereafter, the Escrow Agent shall distribute directly to the subscribers any interest earned on such subscriber’s subscription payments while such payments were held in the Escrow Account.
Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below:
Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the Company has received the Primary Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Company that the Primary Minimum has been received, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds.
Distribution of the Escrowed Funds. The funds in the Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Company instructing the Escrow Agent to deliver the principal amount of such escrowed funds as the Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. A letter from an officer of the Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering has been achieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”). The Break Escrow Letter shall indicate: (i) the date on which the Minimum Offering was achieved or satisfied; and (ii) the actual total number of Shares sold as of such date. The current form of the Break Escrow Letter is attached hereto as Exhibit B. The Company hereby directs the Escrow Agent to provide the Processing Agent with all electronic files and information needed by the Processing Agent, including, without limitation, the Subscription Agreements, to maintain ownership records for the Company’s shares.
Distribution of the Escrowed Funds. (1) In that event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, equal or exceed the Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, equal or exceed the Minimum Offering Amount, the Escrow Agent shall (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers (the “Primary Funds”) and (2) disburse to the Primary Subscribers any interest earned on the Primary Funds and IRS Forms 1099. If the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, do not equal or exceed the Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the Primary Funds.
Distribution of the Escrowed Funds. The Escrow Agent shall hold ----------------------------------- and continue to hold the Escrowed Funds and the earnings on the Escrowed Funds until the same are disbursed as provided in this Section 4 and in Section 6:
Distribution of the Escrowed Funds. The Escrowed Funds shall be distributed by the Escrow Agent in accordance with the following:
Distribution of the 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 Manger instructing the Escrow Agent to deliver the principal amount of such Escrowed Funds, or a portion thereof, as the Company or the Dealer Manager, as the case may be, shall direct in
Distribution of the Escrowed Funds
