Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (Instruments of Payment) for subscriptions payable to the order of [[Escrow Agent:Organization]], as Escrow Agent for . 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 the Dealers internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscribers name, address, executed IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the Subscription Materials). When the Dealers internal supervisory procedures are conducted at a different location (the Final Review Office), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A. 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 payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with Section 2. 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 the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, 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, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: # the Subscribers name and address, # the number and class of Shares purchased by such Subscriber, and # the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon.
The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Company or any of its affiliates. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agents services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any material service not contemplated in this Escrow Agreement with the Companys consent, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof with the Companys consent, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation relating to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable costs and expenses, including reasonable attorneys fees and expenses, occasioned by any delay, controversy, litigation or event, and the same shall be paid by the Company or any of its affiliates. The Companys obligations under this Section 7 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Escrow Agreement.
The Company and the Dealer Manager hereby severally but not jointly indemnify, defend and hold harmless the Escrow Agent from and against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been caused by the gross negligence, recklessness or willful misconduct of the Escrow Agent. The terms of this Section 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
No printed or other matter in any language (including, without limitation, the Offering document, any supplement or amendment relating thereto, notices, reports and promotional material) which mentions the Escrow Agents name or the rights, powers, or duties of the Escrow Agent shall be issued by the Company or the Dealer Manager, or on the Companys or Dealer Managers behalf unless the Escrow Agent shall first have given its specific written consent thereto.
Escrow of Restricted Shares. The Secretary of the Company shall hold the Shares in escrow and will either # release eligible Restricted Shares when vested or # in the event Grantee is terminated as set forth in Section 2.2 of this Agreement, return Restricted Shares which have not yet vested as of the date of such termination to the Company for cancellation. Grantee will have no voting rights with respect to Restricted Shares until such Restricted Shares have been vested and released from escrow to the Grantee. All cash, stock, and other dividends declared with respect to the Restricted Shares while in escrow will be remitted back to the Company when paid.
The Underwriter and the Company shall instruct Subscribers to deliver to the Escrow Agent checks made payable to the order of [[Escrow Agent:Organization]], as Escrow Agent for , or wire transfer to [[Escrow Agent:Organization]], ABA No. 026013576, [[Address C:Address]], for credit to [[Escrow Agent:Organization]], as Escrow Agent for , Account No. , in each case with the name and address of the individual or entity making payment. In the event any Subscribers address is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non-interest-bearing account at [[Escrow Agent:Organization]] entitled , [[Escrow Agent:Organization]], as Escrow Agent (the Escrow Account).
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:
“Escrow Account” means the escrow account established pursuant to the Escrow Agreement to receive at Closing the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Program Escrow Amount.
“2027 Senior Notes Issuer” means # before the 2027 Escrow Merger, PFG Escrow Corporation, as “Escrow Issuer” thereunder, and # at and after the 2027 Escrow Merger, the Lead Borrower, as “Issuer” thereunder.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.