Seller Escrow Clause Samples

The Seller Escrow clause establishes that a portion of the seller’s proceeds from a transaction will be held in an escrow account for a specified period or until certain conditions are met. Typically, this arrangement is used to secure the buyer against potential post-closing claims, such as breaches of representations or undisclosed liabilities, by allowing the buyer to make claims against the escrowed funds if necessary. The core practical function of this clause is to protect the buyer by ensuring that funds are available to cover any issues that arise after the sale, thereby allocating risk and providing a mechanism for dispute resolution.
Seller Escrow. Seller and Buyer agree that on the Closing Date, Seller shall deliver to Escrow Agent a deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the “Seller Escrow”). The Seller Escrow shall be held in an insured, interest-bearing account with interest accruing for the benefit of Seller. For purposes of this Agreement the term “Seller Escrow” shall include any and all interest earned thereon. The Escrow Agent shall hold the Seller Escrow in accordance with an escrow agreement mutually acceptable to Seller and Buyer, which shall be agreed upon during the Due Diligence Period (the “Seller Escrow Agreement”), for a period beginning on the Closing Date and continuing until the later of (i) the date that is one (1) year after the Closing Date; and (ii) the date that Seller’s obligations under Section 7(C) above are fully satisfied. After the expiration of the foregoing period, the Escrow Agent shall immediately release the Seller Escrow to Seller unless Escrow Agent shall have received a written notice from Buyer that such funds are in dispute due to a breach by Seller of the terms of this Agreement or a breach by Seller under the documents to be signed at Closing, and in such event the Escrow Agent shall hold the Seller Escrow until Escrow Agent receives escrow instructions signed by both Seller and Buyer or a court of competent jurisdiction authorizes the release. In the event that the Seller Escrow is depleted but Buyer has outstanding claims against Seller for a breach of its post-Closing obligations under this Agreement, Buyer shall have the right to draw on any remaining sums held pursuant to the Tenant Improvements Escrow Agreement, Escrow Holdback Agreement, or Rental Escrow Agreement at its election to satisfy such claims. The provisions of this section shall survive Closing and shall not merge into the deed conveying title to the Property to Buyer.
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Seller Escrow. Seller shall deposit the amount, if any, by which ten percent (10%) of the Purchase Price exceeds the Buyer Escrow Amount (the "Seller Escrow Amount"), by wire transfer in the Escrow Account on or before March 1, 1997 or within ten (10) days of such later date as the Purchase Price shall be finally determined pursuant to the procedures in Sections 3.1 and 3.2.
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Seller Escrow. The form of the Seller Escrow Agreement referenced in Section 12(V) of the Agreement is attached hereto as Exhibit “A”.
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Seller Escrow. The provisions of this Section 3.3 shall survive following the Closing. To secure Sellers’ surviving obligations under this Agreement, at Closing, Purchaser shall deliver TEN MILLION AND 00/100 ($10,000,000) DOLLARS of the Purchase Price to the Escrow Agent (the “Post-Closing Deposit”) to be held by the Escrow Agent in an account for the exclusive benefit of Sellers (the “Post-Closing Deposit Account”). Any interest accrued on the Post-Closing Deposit Account shall be disbursed by the Escrow Agent in the same manner as the relevant part of Post-Closing Deposit to which it relates (and the recipient of such Post-Closing Deposit so disbursed shall be responsible for any tax payable on the associated interest). The Post-Closing Deposit Account shall be maintained by the Escrow Agent for the period commencing on the Closing Date and expiring on the later of: (i) 6:00 p.m. Eastern time on the date that is nine (9) months after the Closing Date (the “Survival Date”), or (ii) the final conclusion of any and all Notice(s) of Breach (as defined below) in accordance with the terms hereof. Purchaser shall give one or more written notices (each, a “Notice of Breach”) to Sellers and Escrow Agent on or before 5:59 p.m. Eastern time on the Survival Date of any and all of its claims that (A) a breach of the representations and warranties of any Seller shall have occurred, and/or (B) any Seller has failed to perform any of its covenants which survive the Closing set forth in this Agreement. Each such Notice of Breach shall set forth with reasonable specificity the nature of the alleged breach or covenant failure, the provisions of this Agreement alleged to have been breached, and Purchaser’s good faith reasonable estimate of the amount of the loss, claim, damage, injury, cost or expense (the “Claim Amount”). If Sellers assert (1) that a Notice of Breach has not been timely delivered, (2) that a breach has not occurred, or (3) that the Claim Amount is erroneous or unreasonable, Sellers shall give notice, in writing, to Purchaser and Escrow Agent of such objections (the “Breach Notice Challenge”) on or before 5:59 p.m. Eastern time on the fifteenth (15th) Business Day after receipt of the Notice of Breach. The Breach Notice Challenge shall specify in reasonable detail the nature of and basis for the objection to a Notice of Breach. If Sellers fail to so issue to Purchaser and Escrow Agent a Breach Notice Challenge on or before 5:59 p.m. Eastern time on the fifteenth (15th) B...
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Seller Escrow. 7 3.4 Partial Refund of Closing Payment....................................................................7 3.5
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Seller Escrow. Seller and Purchaser agree that on the Closing Date, Seller shall deliver to Escrow Agent a deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the “Seller Escrow”). The Seller Escrow shall be held in an insured, interest-bearing account with interest accruing for the benefit of Seller. For purposes of this Agreement the term “Seller Escrow” shall include any and all interest earned thereon. The Escrow Agent shall hold the Seller Escrow in accordance with the escrow agreement attached hereto as Exhibit “35” (the “Seller Escrow Agreement”), for a period beginning on the Closing Date and continuing until the date that is one (1) year after the Closing Date. After the expiration of the foregoing period, the Escrow Agent shall immediately release the Seller Escrow to Seller unless Escrow Agent shall have received prior to the expiration of such one (1) year period a written notice from Purchaser that such funds are in dispute due to a breach by Seller of the terms of this Agreement or a breach by Seller under the documents to be signed at Closing, and in such event the Escrow Agent shall hold the Seller Escrow until Escrow Agent receives escrow instructions signed by both Seller and Purchaser or a court of competent jurisdiction authorizes the release. The provisions of this section shall survive Closing and shall not merge into the deed conveying title to the Property to Purchaser.
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Related to Seller Escrow

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the ▇▇▇▇▇▇▇ Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Indemnity Escrow As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: (i) Minimum Offering Notice; (ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering; (iii) Instruction Letter; and (iv) such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall promptly disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. (b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (c) Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.