Escrow Provisions Clause Samples
Escrow provisions establish the terms under which a third party temporarily holds funds, documents, or property on behalf of contracting parties until certain conditions are met. Typically, these provisions specify the responsibilities of the escrow agent, the triggering events for release of the escrowed items, and the procedures for resolving disputes related to the escrow. The core function of escrow provisions is to provide security and build trust between parties by ensuring that obligations are fulfilled before assets are transferred, thereby reducing the risk of non-performance or fraud.
POPULAR SAMPLE Copied 48 times
Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notifie...
Escrow Provisions. (a) The Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money, to the extent such ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, in escrow in an interest-bearing bank account at First American Trust, FFB (the “Escrow Account”).
(b) The Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5
Escrow Provisions. (a) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.
(b) The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of Seller and Buyer.
Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned on such other sums) which the parties agree shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions:
(a) The Escrow Agent shall invest the Escrow Deposits in government insured non-interest bearing instruments reasonably satisfactory to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.
(b) If the ▇▇ ▇▇ Closing occurs, the Escrow Agent shall deliver the Escrow Deposits to, or upon the instructions of, Seller on the ▇▇ ▇▇ Closing Date.
(c) If for any reason the ▇▇ ▇▇ Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection (c). If for any reason the ▇▇ ▇▇ Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Escrow Deposits, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court.
(d) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of
Escrow Provisions. 2.3.1 [Omitted].
2.3.2 The Tax identification numbers of the parties shall be furnished to Escrow Agent upon request.
2.3.3 [Omitted].
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent.
2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent.
2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045.
2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.
Escrow Provisions. Pending the sale of the Shares and the Warrants, all funds paid hereunder shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and among the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has...
Escrow Provisions. Seller and Purchaser hereby appoint and designate Escrow Agent as escrow agent for the purposes set forth herein, and Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. Escrow Agent acknowledges receipt of the Deposit and shall hold and disburse the Deposit in accordance with the Escrow Agreement attached hereto as Exhibit D.
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from ▇▇▇▇▇▇▇▇▇ or any duly authorized officer or agent of NII, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated.
(b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action ...
Escrow Provisions. An escrow for the purchase and sale of the Equity Interests has been established at the Title Company. This Agreement, together with such further instructions, if any, as the parties shall provide to the Title Company by written agreement, shall constitute the escrow instructions to the Title Company, including without limitation the standard printed general escrow instructions of Title Company which are incorporated herein by this reference, provided that to the extent of any inconsistency between the provisions contained herein and the provisions contained in such standard general escrow instructions, the provisions contained herein shall prevail.
Escrow Provisions. The Deposit and any other sums (including, without limitation, any interest earned thereon) which the parties agree shall be held in escrow (herein collectively called the “Escrow Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions: