Common use of Deposits in the Escrow Account Clause in Contracts

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 4 contracts

Samples: Escrow Agreement (Terra Income Fund 6, Inc.), Form of Escrow Agreement (Terra Income Fund 6, Inc.), Form of Escrow Agreement (Terra Income Fund 6, Inc.)

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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Strategic Opportunity REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be separately accounted for so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2 hereof. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Escrow Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (KBS Strategic Opportunity REIT, Inc.), Escrow Agreement (KBS Strategic Opportunity REIT, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Industrial Property Trust Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers (“Non-Ohio Subscribers”), or until the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio Subscribers, or after the Ohio Minimum Offering has been achieved, in the case of Ohio Subscribers, such subscription agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent until the Minimum Offering has been achieved, with respect to Non-Ohio Subscribers, or until the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers. If any After the Minimum Offering has been achieved, with respect to Non-Ohio Subscribers, or after the Ohio Minimum Offering has been achieved, with respect to Ohio Subscribers, such subscription agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, with respect to Non-Ohio Subscribers, or prior to raising the Ohio Minimum Offering, with respect to Ohio Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Industrial Property Trust Inc.), Escrow Agreement (Industrial Property Trust Inc.)

Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers to remit the Selected Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Pathway Energy Infrastructure Fund, Inc.,When or a Selected Dealer’s internal supervisory procedures are conducted at recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Pathway Energy Infrastructure Fund.” Completed subscription agreements and instruments of payment for the site at which the subscription agreement and check were initially received purchase price for Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of the subscriber, the Selected Dealer shall transmit the subscription agreement and check Subscribers directly to the Escrow Agent as provided in Section 12(2) by the end noon of the next business day following receipt of the check and subscription agreementany such instruments of payment. When, pursuant After subscriptions are received resulting in total minimum capital raised equal to the Selected Dealer’s internal supervisory proceduresRequired Capital and such funds are disbursed from the Escrow Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Selected Dealer’s final internal supervisory procedures are conducted at Dealer Manager. Any checks, drafts or money orders received made payable to a different location party other than the Escrow Agent (or after the Required Capital is received, made payable to a party other than the party designated by the Dealer Manager) shall be returned to the soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PATHWAY ENERGY INFRASTRUCTURE FUND, INC.” or such similar designation as the parties may agree (the “Final Review OfficeEscrow Account”), the Selected Dealer which deposit shall transmit the check and subscription agreement to the Final Review Office by the end of the next occur within one (1) business day following after the Selected DealerEscrow Agent’s receipt of the subscription agreement and check. The Final Review Office willinstrument of payment (after the Required Capital is received, by a new account may be established in the end name of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Form of Escrow Agreement (Pathway Energy Infrastructure Fund, Inc.), Form of Escrow Agreement (Pathway Energy Infrastructure Fund, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bankwill promptly deliver, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end but in no event later than noon of the next business day following receipt by the Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the Selected Dealer’s “Escrowed Funds”); provided, however, if the Dealer Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent by the end of noon on the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of after their receipt by the Final Review Office. All monies deposited into the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow Processing Agent will has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received deposited into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Owl Rock Technology Income Corp.), Escrow Agreement (Owl Rock Core Income Corp.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Strategic Opportunity REIT II, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Agent as provided in Section 13(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by New York Subscribers, Pennsylvania Subscribers and Washington Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Sections 3, 4 and 5 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.), Form of Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6CNL Healthcare Properties II, Inc.” When or any variation thereof permitting deposit in the Escrow Account if accompanied by a Selected Dealer’s internal supervisory procedures are conducted corresponding subscription agreement. Completed subscription agreements and checks in payment for the purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the Processing Agent at the site at which address designated for the subscription agreement receipt of such agreements and check were initially funds; and drafts or wires shall be transmitted directly to the Escrow Account. The Processing Agent will promptly deliver all monies received by the Selected Dealer in good order from subscribers (or from the subscriber, Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers) for the Selected Dealer shall transmit the subscription agreement and check payment of Shares to the Escrow Agent by for deposit in the Escrow Account no later than the end of the next business day on which such monies are received by the Processing Agent. Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent no later than the close of business on the first business day following their receipt of by the check Dealer; provided, however, if the Dealer receives subscription agreements and subscription agreement. When, pursuant to the Selected Dealer’s internal checks at a branch office and final supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end close of business on the next first business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of shall review the subscription agreement and check, forward both the subscription agreement agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the Escrow Agent. If any subscription agreement solicited agreements and the funds to the Processing Agent by the Selected Dealer is rejected close of business on the first business day after their receipt by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionFinal Review Office. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Pennsylvania Subscribers and Washington Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Sections 3 and 4 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow AgentAgent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Agent will agrees to cause the Processing Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (CNL Healthcare Properties II, Inc.), Form of Escrow Agreement (CNL Healthcare Properties II, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Green Realty Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end noon of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end noon of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end noon of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be promptly returned to the rejected subscriber within ten business days from the date of rejectionsubscriber. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares Shares, and (v) the state of residence. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Green Realty Trust, Inc.), Form of Escrow Agreement (Green Realty Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Independence Mortgage TrustCompleted subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3 or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Escrow Agreement (Independence Mortgage Trust, Inc.), Escrow Agreement (Independence Mortgage Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6NexPoint Capital, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the site at which address set forth in the subscription agreement and check were initially received by the Selected agreement. The Dealer from the subscriberManager, the Selected Dealer Company or their respective agents, as applicable, shall transmit the subscription agreement and check remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s office conducting final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionreview. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that the Transfer Agent will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 2 contracts

Samples: Escrow Agreement (NexPoint Capital, Inc.), Form of Escrow Agreement (NexPoint Capital, Inc.)

Deposits in the Escrow Account. During the Escrow PeriodOffering, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Credit Income Fund 6, Inc.2017 T.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 2 contracts

Samples: Escrow Agreement (Carey Credit Income Fund 2018 T), Form of Escrow Agreement (Carey Credit Income Fund 2017 T)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Core Office Income Fund 6REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted purchase Shares directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent"as provided for in Section 11(2) within 24 hours the time periods required by Rule 15c2-4 of receipt by the Escrow AgentSecurities Exchange Act of 1934, as amended. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to the Transfer Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 2 contracts

Samples: Form of Escrow Agreement (Wells Core Office Income Reit Inc), Form of Escrow Agreement (Wells Core Office Income Reit Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares the Intermediary Manager will be instructed by the Companypromptly deliver, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end but in no event later than noon of the next business day following receipt by the Intermediary Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of the check and subscription agreement. When, pursuant Shares to the Selected Dealer’s internal supervisory proceduresEscrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the Selected Dealer’s “Escrowed Funds”); provided, however, if the Intermediary Manager receives subscription agreements and checks at a branch office and final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end of noon on the next business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office willshall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent by the end of noon on the next business day following its after their receipt of by the Final Review Office. To the extent that subscription agreement agreements and checkpayments are remitted by the Processing Agent, forward both the subscription agreement and check Company, the Intermediary Manager or a Dealer, the Processing Agent, the Company, the Intermediary Manager or a Dealer, as applicable, will furnish to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility a list detailing information regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks such subscriptions as set forth in payment for the purchase price shall be remitted to Exhibit A. All monies deposited into the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits Account shall be held in the Escrow Account and invested as set forth in Section 3 until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agentpayment. The Escrow Processing Agent will has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, (iii) the number and class of Shares purchased by such subscriber, ; and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Intermediary Manager will be entitled to any principal funds received deposited into the Escrow Account. The Company, Processing Agent or the Intermediary Manager shall furnish to the Escrow Agent with each delivery of an Instrument of Payment, a list of the Subscribers who have paid for the Shares showing the name, address, tax identification number, amount and class of Shares subscribed for and the amount paid and deposited with the Escrow Agent. This information comprising the identity of Subscribers shall be provided to the Escrow Agent in the format set forth on Exhibit A. All Subscriber Funds so deposited shall not be subject to any liens or charges by the Company, the Intermediary Manager or the Escrow Agent, or judgments or creditors’ claims against the Company, until released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Subscriber Funds on deposit in the Escrow Account and no such funds shall become the property of the Company except when released to the Company pursuant to this Escrow Agreement. The Company, the Intermediary Manager and the Escrow Agent will treat all Subscriber information as confidential. The Escrow Agent shall not be required to accept any funds from Subscribers that are not accompanied by the information on the List of Subscribers.

Appears in 1 contract

Samples: Form of Escrow Agreement (Nuveen Churchill Private Capital Income Fund)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” Corporate Property Associates 18 – Global Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Corporate Property Associates 18 Global Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Industrial Income Fund 6, Trust Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 12(2), and wires wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the New York Subscribers and Tennessee Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Industrial Income Trust Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Apartment Community REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers, in a manner in which they may be separately accounted for so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (KBS Legacy Apartment Community REIT, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. If any After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid IRS Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Code, as then in effect. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Apartment Community REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (KBS Legacy Apartment Community REIT, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Partners Apartment REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers, in a manner in which they may be separately accounted for so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Bluerock Enhanced Multifamily Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreementparagraph 2 hereof. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Escrow Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Fixed Income Fund 6Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsACS Securities Services, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Terra Fixed Income Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons Benefit Plan Investors subscribing to purchase Class T Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers broker dealers or registered investment advisors to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Strategic Opportunity REIT II, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which aggregate purchase price for the subscription agreement and check were initially received Class T Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of Benefit Plan Investors subscribing to purchase the subscriber, the Selected Dealer shall transmit the subscription agreement and check Class T Shares directly to the Escrow Agent as provided in Section 10(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s office conducting final internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentreview. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the Benefit Plan Investor name and aggregate purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription from Benefit Plan Investors for the purchase of Class T Shares, the Company will determine whether the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check or wire the funds and all interest, if any, earned thereon, of any Benefit Plan Investors whose subscription for the purchase of Class T Shares has been rejected since the commencement of the offer of the Class T Shares pursuant to the Offering, provided that the Escrow Agent shall note return such Benefit Plan Investor’s funds unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the Benefit Plan Investor. The Escrow Processing Agent will maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the subscriberBenefit Plan Investor’s name and address, ; (ii) the subscriberBenefit Plan Investor’s social security number or tax identification number, ; (iii) the number of Class T Shares to be purchased by such subscriber, Benefit Plan Investor based on the purchase price of the Class T Shares in effect on the date the Processing Agent confirms that the subscription was received in good order and the Company determined to accept the subscription; and (iv) the aggregate amount paid by such subscriber Benefit Plan Investor for such Shares and (v) the state of residenceClass T Shares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Strategic Opportunity REIT II, Inc.)

Deposits in the Escrow Account. During the Escrow Offering Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Xxxxxxx Capital, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will deliver by noon the following business day all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreementparagraph 2 hereof. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Keating Capital Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Independence Mortgage TrustCompleted subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated B. The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2 or 3, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Independence Mortgage Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Terra VII Peaks-KBR Co-Optivist Income Fund 6BDC II, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price subscription amount shall be remitted to the Escrow Agent’s Agent at the address set forth in Exhibit B designated for the subscription agreement. Within one (1) business day after receipt of such agreements and fundsan instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Selected Dealers, and wires as applicable), the Dealer Manager, the Company or Automated ClearingHouse (ACH) payments their respective agents, as applicable, shall be transmitted directly remit to the Escrow AccountAgent (i) such instrument of payment, and (ii) each subscriber’s name, address, number of Shares purchased by such subscriber and the subscription payment remitted by such subscriber. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds Investor Funds are disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are disbursed in accordance with this Section 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds Investor Funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments checks of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. The Company hereby directs the Escrow Agent will to provide the Transfer Agent with copies of all subscriptions and checks and any other related information needed by the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, ownership records for the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 1 contract

Samples: Form of Escrow Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB People’s United Bank, N.A., as Escrow Agent for Terra Income Fund 6Plymouth Opportunity REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the subscriber, the Selected Dealer shall transmit the subscription agreement Processing Agent and check to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for hereby agrees to maintain the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received funds contributed by the Escrow Agent shall Pennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be scanned and emailed separately accounted for by the Escrow records of the Processing Agent to DST Systems, Inc. so that the "Transfer Agent") within 24 hours requirements of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentSections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Processing Agent shall fax or scan a listing of the subscriber name and purchase price to Escrow Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to Payment Instruments received by the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)) are returned to the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Plymouth Opportunity REIT Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. If any After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB "People’s United Bank, N.A., as Escrow Agent for Terra Income Fund 6Plymouth Opportunity REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at " Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to purchase shares directly to the subscriber, the Selected Dealer shall transmit the subscription agreement Processing Agent and check to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for hereby agrees to maintain the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received funds contributed by the Escrow Agent shall Pennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be scanned and emailed separately accounted for by the Escrow records of the Processing Agent to DST Systems, Inc. so that the "Transfer Agent") within 24 hours requirements of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentSections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Processing Agent shall fax or scan a listing of the subscriber name and purchase price to Escrow Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to Payment Instruments received by the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)) are returned to the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Plymouth Opportunity REIT Inc.)

Deposits in the Escrow Account. During the applicable Escrow Period, persons Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra KBS Growth & Income Fund 6REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Agent as provided in Section 12(b) by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Arizona Subscribers, Massachusetts Subscribers and Pennsylvania Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Section 3 and 4 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSections 3 and 4. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt disbursement of the Break funds deposited in the Escrow Affidavit (as described below)Account, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check or wire the funds and all interest, if any, earned thereon, of any Subscriber whose subscription has been rejected since the commencement of the Offering, provided that the Escrow Agent shall not return such subscriber’s funds unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the subscriber. The Escrow Processing Agent will maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Growth & Income REIT, Inc.)

Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the CompanyCompany or any soliciting broker dealers to remit the purchase price in the form of checks, the Dealer Manager and the Selected Dealers to make checks for subscriptions drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Priority Senior Secured Income Fund 6Fund, Inc.,When or a Selected Dealer’s internal supervisory procedures are conducted at recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Priority Senior Secured Income Fund.” Completed subscription agreements and instruments of payment for the site at which the subscription agreement and check were initially received purchase price for Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of the subscriber, the Selected Dealer shall transmit the subscription agreement and check Subscribers directly to the Escrow Agent Agent, as provided in Section 12(2) by the end of the next business day following receipt of the check and subscription agreement. Whenany such instruments of payment or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of any such instruments of payment by the subscription agreement and check, forward both the subscription agreement and check office conducting final internal supervisory review. After subscriptions are received resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Agent. If any subscription agreement solicited Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Selected Dealer Company. Any checks, drafts or money orders received made payable to a party other than the Escrow Agent (or after the Required Capital is rejected received, made payable to a party other than the party designated by the Dealer Manager or the Company, then the subscription agreement and check will ) shall be returned to the rejected subscriber soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PRIORITY SENIOR SECURED INCOME FUND, INC.” or such similar designation as the parties may agree (the “Escrow Account”), which deposit shall occur within ten one (1) business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to day after the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit instrument of payment (as described below)after the Required Capital is received, the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account a new account may be established in the amount name of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountCompany).

Appears in 1 contract

Samples: Form of Escrow Agreement (Priority Senior Secured Income Fund, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Xxxxx Real Estate Investment Trust III, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted purchase Shares directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent"as provided for in Section 11(2) within 24 hours the time periods required by Rule 15c2-4 of receipt by the Escrow AgentSecurities Exchange Act of 1934, as amended. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for by the records of the Transfer AgentAgent so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to the Transfer Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Wells Real Estate Investment Trust Iii Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Secured Income Fund 6Trust, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsACS Securities Services, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Terra Secured Income Trust, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” Xxxxx Watermark Investors 2 Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors 2 Inc)

Deposits in the Escrow Account. During the Escrow Period, persons Subscribers subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6Xxxxxx Island Investors Group, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at Completed subscription agreements and Payment Instruments for the site at which purchase price for the subscription agreement and check were initially received Shares shall be remitted by the Selected Dealer from the subscriberbroker dealers or registered investment advisors, the Selected Dealer shall transmit the subscription agreement and check as applicable, on behalf of persons subscribing to purchase shares directly to the Escrow Processing Agent by the end of the next business day following receipt of the check and subscription agreement. Whenany such Payment Instruments or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such Payment Instruments by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding hereby agrees to maintain the funds contributed by Subscribers in a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks manner in payment which they may be separately accounted for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow records of the Processing Agent shall so that the requirements of Section 3 of this Agreement can be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agentmet. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSections 3. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of any Payment Instruments, Escrow Agent shall fax or scan a listing of the "Escrowed Funds")subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt disbursement of the Break funds deposited in the Escrow Affidavit (as described below)Account, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any Subscriber whose subscription has been rejected since the commencement of the Offering directly to such Subscriber. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriberSubscriber’s name and address, ; (ii) the subscriberSubscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, Subscriber; and (iv) the amount paid by such subscriber Subscriber for such Shares and (v) the state of residenceShares. During Prior to the Escrow Period, neither Agent’s receipt of written notice from the Company nor that it has received the Dealer Manager Minimum Subscription Amount, the Company will not be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Mercer Island Investors Group, Inc.)

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Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent escrow agent for Terra Income Fund 6NexPoint Multifamily Realty Trust, Inc.” When a Selected Dealer’s internal supervisory procedures or any recognizable abbreviation thereof. Notwithstanding the foregoing, however, Pennsylvania Subscribers (and any Other Subscribers) shall continue to make checks payable to the order or “UMB Bank, N.A., as escrow agent for NexPoint Multifamily Realty Trust, Inc.” until subscriptions are conducted at received resulting in total minimum capital raised equal to or exceeding $50,000,000 for Pennsylvania Subscribers, including subscriptions from Subscribers who are residents of other states, and such funds are disbursed from the site at which Escrow Account in accordance with Section 3 hereof. Completed subscription agreements and checks in payment for the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer amount shall transmit the subscription agreement and check be remitted to the Escrow Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company, or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment and (ii) each Subscriber’s name, address, number and class of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s office conducting final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionreview. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that it will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow AgentAccount. The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers (and any Other Subscribers) in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Form of Escrow Agreement (Nexpoint Multifamily Realty Trust, Inc.)

Deposits in the Escrow Account. During the Escrow PeriodOffering, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Credit Income Fund 6, Inc.” — I”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 1 contract

Samples: Escrow Agreement (Carey Credit Income Fund - I)

Deposits in the Escrow Account. During the Escrow PeriodOffering, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Credit Income Fund 6, Inc.” 2021”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement and check to the Escrow Agent. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will promptly deliver all monies received by in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Escrow Agent shall be scanned and emailed by for deposit in the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 1 contract

Samples: Escrow Agreement (Guggenheim Credit Income Fund 2021)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Empire REIT.Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Independence Realty Trust, Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6KBS Legacy Partners Apartment REIT, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment Payment Instruments for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agentas provided in Section 12(2). The Escrow Agent shall also deliver hereby agrees to maintain the original subscription agreements to funds contributed by the Transfer AgentPennsylvania Subscribers and the Tennessee Subscribers, in a manner in which they may be separately accounted for by the records of the Processing Agent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (Account, upon receipt of the "Escrowed Funds")Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Empire REIT.When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription To the extent that subscription agreements received and payments are remitted by the Processing Agent, the Company or the Dealer Manager, the Processing Agent, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent shall be scanned a list detailing information regarding such subscriptions as set forth in Exhibit B . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and emailed by subscriptions from subscribers) for the payment of Shares to the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by for deposit in the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Empire American Realty Trust Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6ORCC II LLC” or any variation thereof permitting deposit in the Escrow Account if accompanied by a corresponding subscription agreement. Completed subscription agreements and checks in payment for the purchase price for the Shares shall be remitted by the broker dealers or registered investment advisors, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted as applicable, on behalf of persons subscribing to purchase shares directly to the Processing Agent at the site at which address designated for the subscription agreement receipt of such agreements and check were initially funds; and drafts or wires shall be transmitted directly to the Escrow Account. The Processing Agent will promptly deliver all monies received by the Selected Dealer in good order from subscribers (or from the subscriber, Dealer Manager or other Dealers transmitting monies and subscriptions from subscribers) for the Selected Dealer shall transmit the subscription agreement and check payment of Shares to the Escrow Agent by for deposit in the Escrow Account no later than the end of the next business day on which such monies are received by the Processing Agent. Completed subscription agreements and checks shall be delivered by the Dealer to the Processing Agent no later than the close of business on the first business day following their receipt of by the check Dealer; provided, however, if the Dealer receives subscription agreements and subscription agreement. When, pursuant to the Selected Dealer’s internal checks at a branch office and final supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), then the Selected Dealer branch office shall transmit the check subscription agreements and subscription agreement checks to the Final Review Office by the end close of business on the next first business day following their receipt by the Selected Dealer’s receipt of branch office and the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of shall review the subscription agreement and check, forward both the subscription agreement agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted funds to the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received Processing Agent by the Escrow Agent shall be scanned and emailed by close of business on the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of first business day after their receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentFinal Review Office. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Letter (as described below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow AgentAgent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Agent will agrees to cause the Processing Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the subscriber’s social security number or tax identification number, ; (iii) the number of Shares purchased by such subscriber, ; and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Owl Rock Capital Corp II)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Xxxxx Watermark Investors Incorporated.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers in a manner in which they may be separately accounted for so that the requirements of Section 3 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Form of Escrow Agreement (Carey Watermark Investors Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Sierra Income Fund 6, Inc.CorporationWhen a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If or any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory proceduresrecognizable abbreviation thereof. Completed subscription agreements and checks in payment for the purchase price subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow AgentAgent (i) such instrument of payment, and (ii) each Subscriber’s address name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber. The Escrow Agent represents that the Transfer Agent will promptly deliver all monies received in Exhibit B designated good order from Subscribers for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Agent for deposit in the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Form of Escrow Agreement (Sierra Income Corp)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Independence Realty Trust.Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When a Selected the Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Instruments of Payment and check were the Subscription Materials (as defined below) are initially received by the Selected Dealer from the subscriberDealer, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following after receipt of any Instruments of Payment and Subscription Materials, the check and subscription agreement. When, pursuant Dealer will send to the Selected Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check Instruments of Payment and subscription agreement the Subscription Materials to the Final Review Office by the end of the next business day following the Selected Dealer’s after receipt of any Instruments of Payment and Subscription Materials; the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Instruments of Payment and checkthe Subscription Materials, forward both the subscription agreement Instruments of Payment and check the Subscription Materials to the Escrow Agent. If any To the extent that subscription agreement solicited agreements and payments are remitted by the Selected Dealer is rejected by Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, then the subscription agreement and check Dealer Manager or a Dealer, as applicable, will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted furnish to the Escrow Agent’s address Agent a list detailing information regarding such subscriptions as set forth in Exhibit B designated . The Processing Agent will promptly deliver all monies received in good order from subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from subscribers) for the receipt payment of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly Shares to the Escrow Account. Subscription agreements received by Agent for deposit in the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this AgreementSection 2, 3, or 4, as applicable. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit Certificate (as described defined below), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iviii) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Independence Realty Trust, Inc)

Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company, the Dealer Manager and or any soliciting broker dealers to remit the Selected Dealers to make checks for subscriptions purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Priority Senior Secured Income Fund 6Fund, Inc.,When or a Selected Dealer’s internal supervisory procedures are conducted at recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Priority Senior Secured Income Fund.” Completed subscription agreements and instruments of payment for the site at which the subscription agreement and check were initially received purchase price for Shares shall be remitted by the Selected Dealer from broker dealers or registered investment advisors, as applicable, on behalf of the subscriber, the Selected Dealer shall transmit the subscription agreement and check Subscribers directly to the Escrow Agent Agent, as provided in Section 12(2) by the end of the next business day following receipt of the check and subscription agreement. Whenany such instruments of payment or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of any such instruments of payment by the subscription agreement and check, forward both the subscription agreement and check office conducting final internal supervisory review. After subscriptions are received resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Dealer Manager Manager. Any checks, drafts or money orders received made payable to a party other than the Escrow Agent (or after the Required Capital is received, made payable to a party other than the party designated by the Company, then the subscription agreement and check will ) shall be returned to the rejected subscriber soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PRIORITY SENIOR SECURED INCOME FUND, INC.” or such similar designation as the parties may agree (the “Escrow Account”), which deposit shall occur within ten one (1) business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to day after the Escrow Agent’s address in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit instrument of payment (as described below)after the Required Capital is received, the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account a new account may be established in the amount name of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountCompany).

Appears in 1 contract

Samples: Form of Escrow Agreement (Priority Senior Secured Income Fund, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Industrial Property REIT Inc.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Property Reit Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” Corporate Property Associates 18 — Global Incorporated”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Corporate Property Associates 18 Global Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6NexPoint Capital, Inc.” When a Selected Dealer’s internal supervisory procedures are conducted or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the site at which address set forth in the subscription agreement and check were initially received by the Selected agreement. The Dealer from the subscriberManager, the Selected Dealer Company or their respective agents, as applicable, shall transmit the subscription agreement and check remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by the end of the next business day following receipt of the check and subscription agreement. Whenany such instruments of payment or, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s if final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office willlocation, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited such instruments of payment by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejectionoffice conducting final internal supervisory review. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks represents that the Transfer Agent will promptly deliver all monies received in payment good order from Subscribers for the purchase price shall be remitted payment of Shares to the Escrow Agent’s address Agent for deposit in Exhibit B designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent shall be scanned and emailed by within one (1) business day of receipt thereof into the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the funds Investor Funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Accountpayment.

Appears in 1 contract

Samples: Form of Escrow Agreement (NexPoint Capital, Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” Carey Watermark Investors 2 Incorporated”. When a Selected Dealerx Xxxler’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription 2 `` Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Transfer Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Transfer Agent to delete the appropriate account from the records maintained by the Escrow Transfer Agent. The Escrow Agent will shall cause the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Carey Watermark Investors 2 Inc)

Deposits in the Escrow Account. During the Escrow PeriodOffering, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Credit Income Fund 6, Inc.” 2019”. When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement and check to the Escrow Agent. The Dealer shall also transmit the Subscription Agreement to the Escrow Agent if requested to do so at any time by the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements The Processing Agent will promptly deliver all monies received by in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Escrow Agent shall be scanned and emailed by for deposit in the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer AgentAccount. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Processing Agent shall delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Processing Agent will shall maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 1 contract

Samples: Form of Escrow Agreement (Guggenheim Credit Income Fund 2019)

Deposits in the Escrow Account. During the Escrow PeriodOffering, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Xxxxx Credit Income Fund 6, Inc.2015 T.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement Subscription Agreement and check were initially received by the Selected a Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreementSubscription Agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement Subscription Agreement and check, forward both the subscription agreement Subscription Agreement and check to the Escrow Agent. If any subscription agreement Subscription Agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent Agent, Company and Dealer Manager shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires wires, or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also cause the Processing Agent to promptly deliver all monies received in good order from subscribers (or from the original subscription agreements Dealer Manager or Dealers transmitting moneys and subscriptions from subscribers) for the payment of Shares to the Transfer AgentEscrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below)nonpayment, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall cause the Processing Agent to delete the appropriate account from the records maintained by the Escrow Processing Agent. The Escrow Agent will shall cause the Processing Agent to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow AccountShares.

Appears in 1 contract

Samples: Escrow Agreement (Carey Credit Income Fund 2015 T)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.Xxxxx Watermark Investors Incorporated.” When a Selected Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by the Selected Dealer from the subscriber, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement. When, pursuant to the Selected Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by the Selected Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted to the Escrow Agent’s address in Exhibit B P.O. Box designated for the receipt of such agreements and funds, and wires or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. Subscription subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST SystemsPhoenix American Financial Services, Inc. (the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds"), such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Agent shall delete the appropriate account from the records maintained by the Escrow Agent. The Escrow Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, (iv) the amount paid by such subscriber for such Shares and (v) the state of residence. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.the

Appears in 1 contract

Samples: Form of Escrow Agreement (Carey Watermark Investors Inc)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Industrial Logistics Realty Trust Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers, Pennsylvania Subscribers and Washington Subscribers (“Non-Ohio/Pennsylvania/Washington Subscribers”), or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or until the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers. If any After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or after the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers, Pennsylvania Subscribers or Washington Subscribers, such subscription agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania/Washington Subscribers, or prior to raising the Ohio Minimum Offering, Pennsylvania Minimum Offering or Washington Minimum Offering, as described below)applicable, with respect to Ohio Subscribers, Pennsylvania Subscribers, or Washington Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid IRS Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Code, as then in effect. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Logistics Realty Trust Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Logistics Property Trust Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the check subscription documents and checks by the Dealer to the Escrow Agent until the Minimum Offering has been achieved, with respect to subscribers other than Ohio Subscribers and Pennsylvania Subscribers (“Non-Ohio/Pennsylvania Subscribers”), or until the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers. After the Minimum Offering has been achieved, in the case of Non-Ohio/Pennsylvania Subscribers, or after the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, in the case of Ohio Subscribers or Pennsylvania Subscribers, such subscription agreementdocuments and checks will be transmitted by the end of the next business day following receipt of the subscription documents and such checks by the Dealer to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkchecks by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow AgentAgent until the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania Subscribers, or until the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers. If any After the Minimum Offering has been achieved, with respect to Non-Ohio/Pennsylvania Subscribers, or after the Ohio Minimum Offering or Pennsylvania Minimum Offering, as applicable, has been achieved, with respect to Ohio Subscribers or Pennsylvania Subscribers, such subscription agreement solicited documents and checks will be transmitted by the Selected Dealer is rejected end of the next business day following receipt by the Dealer Manager Final Review Office to the Company or to such other account or agent as directed by the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (Minimum Offering, with respect to Non-Ohio/Pennsylvania Subscribers, or prior to raising the Ohio Minimum Offering or Pennsylvania Subscribers, as described below)applicable, with respect to Ohio Subscribers or Pennsylvania Subscribers, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Logistics Property Trust Inc.)

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Industrial Property REIT Inc.” When Any Dealer receiving a Selected check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures are procedures, internal supervisory review is conducted at the site same location at which the subscription agreement documents and check were checks are initially received by the Selected Dealer from the subscribersubscribers, the Selected Dealer shall transmit the subscription agreement and check to the Escrow Agent checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check and subscription agreementby the Dealer to the Escrow Agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. WhenWhere, pursuant to the Selected a Dealer’s internal supervisory procedures, the Selected Dealer’s final internal supervisory procedures are review is conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the check subscription documents and subscription agreement checks will be transmitted to the Final Review Office by the end of the next business day following the Selected Dealer’s receipt of the subscription agreement documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following its receipt of by the subscription agreement and check, forward both the subscription agreement and check Final Review Office to the Escrow Agent. If any subscription agreement solicited Agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Selected Dealer is rejected by the Dealer Manager or the Company, then the . Dealers shall deliver checks and completed subscription agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. The Escrow Agent shall have no liability or responsibility regarding a Selected Dealer’s internal supervisory procedures. Completed subscription agreements and checks in payment for the purchase price shall be remitted documents via overnight courier to the Escrow Agent’s Agent at the address as provided for in Exhibit B designated for the receipt of such agreements and fundsSection 10(2), and wires or Automated ClearingHouse Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. Subscription agreements received by the Escrow Agent shall be scanned and emailed by the Escrow Agent to DST Systems, Inc. the "Transfer Agent") within 24 hours of receipt by the Escrow Agent. The Escrow Agent shall also deliver the original subscription agreements to the Transfer Agent. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Agreement. Prior to disbursement of the funds deposited in the Escrow Account (the "Escrowed Funds")Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of raising the Break Escrow Affidavit (as described below)Minimum Offering, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account in the amount of such returned payment and the Escrow Transfer Agent shall delete the appropriate account from the records maintained by the Escrow Transfer Agent. Within 15 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Escrow Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number or tax identification number, (iii) the number of Shares purchased by such subscriber, and (iv) the amount paid by such subscriber for such Shares and (v) the state of residenceShares. During the Escrow Period, Period neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

Appears in 1 contract

Samples: Escrow Agreement (Industrial Property Reit Inc.)

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