Common use of Closing Termination Clause in Contracts

Closing Termination. Upon the earliest to occur of (x) the Sponsor -------------------- to hold a Closing Date or a closing for additional Interests or (y) the determination by the Sponsor to liquidate the Fund or (z) the fulfillment of any other escrow termination conditions defined in the Memorandum, the Fund shall provide the Escrow Agent with a written notice thereof, which notice shall specify (i) that (r) the Closing Date has occurred with respect to the Payment or a closing has occurred with respect to r the Additional Funds or (s) the Fund is to be liquidated, or (t) an escrow termination condition was satisfied, as applicable; and (ii) either (a) if such notice specifies all or such portion of the escrow should be terminated pursuant to clauses (r) or (t) above, the Escrow Fund, including any income earned, shall be delivered to the Fund or its duly authorized custodian for investment pursuant to the Memorandum, the Subscription Agreement and the Partnership Agreement or the Fund or its duly authorized custodian for investment as described above or if such notice specifies that all or such portion of the escrow should be terminated pursuant to clause (s) above, Escrow Agent shall distribute the Escrow Fund and any income earned to the Subscribers, pro rata. Upon the Escrow Agent receiving such notice as described above, the Escrow Agent shall promptly, but in any event within five (5) business days, deliver the Escrow Fund, together with any income accrued thereon, as directed in such notice.

Closing Termination. Upon the earliest to occur of of: (xa) the Sponsor -------------------- relevant Closing Date; (b) the liquidation of, or the determination to hold a Closing Date or a closing for additional Interests liquidate, the Fund; or (y) the determination by the Sponsor to liquidate the Fund or (zc) the fulfillment of any other escrow termination conditions defined set forth in this Agreement, the MemorandumProspectus, the Subscription Agreement and/or any other relevant document or agreement, the Fund shall provide the Escrow Agent with a written notice thereof, which notice shall specify specify: (i) that (rx) the relevant Closing Date has occurred with respect to the Payment or a closing has occurred with respect to r the Additional Funds or occurred, (sy) the Fund is has been liquidated or has made the determination to be liquidatedliquidate, or (tz) an escrow termination condition was described in clause (c) above has been satisfied, as applicable; and and (ii) either either: (a) if in the event that such notice specifies all or such portion of the escrow should be terminated pursuant to clauses (ri)(x) or (t) abovei)(z), that the Escrow Fund, including any income earned, shall be delivered to (A) the Fund Fund, or its duly authorized custodian (B) the Fund’s DDA Account for investment pursuant to in accordance with the Memorandum, terms of the Subscription Agreement and Prospectus; or (b) in the Partnership Agreement or the Fund or its duly authorized custodian for investment as described above or if event that such notice specifies that all or such portion of the escrow should be terminated pursuant to clause (s) abovei)(y), that Escrow Agent shall distribute the Escrow Fund and any income earned to the Subscribers, pro rata. Upon the Escrow Agent receiving such notice as described above, the Escrow Agent shall promptly, but in any event within five (5) days, excluding Saturdays and Sundays, on which banks are open for business daysin The Commonwealth of Massachusetts (each a “Business Day”), deliver the Escrow Fund, together with any income accrued earned thereon, as directed in such notice.