EXHIBIT 10.15
FORM OF
ESCROW AGREEMENT
ESCROW AGREEMENT made as of this _____ day of _______________, 199_, by
and between European Micro Holdings, Inc., a corporation having a place of
business at 0000 X.X. 000xx Xxxxxx, Xxxx X-00, Xxxxx, Xxxxxxx 00000 ("A"), and
THE CHASE MANHATTAN BANK, having a place of business at 0000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Escrow Agent").
WITNESSETH:
WHEREAS, the parties hereto desire to enter into this Escrow Agreement
on the terms and conditions hereinafter set forth.
NOW, THEREFORE in consideration of the premises herein contained, the
parties hereto agree as follows:
1. ESCROW AGENT'S DUTIES. The Escrow Agent shall hold all of the
property held by it in accordance with this Agreement pursuant to the terms
hereof (said property being hereinafter sometimes collectively referred to as
the "Property").
2. PROPERTY TO BE UNINVESTED. All Property delivered to the Escrow
Agent by A or B pursuant to the terms of this Agreement shall be held in a
separate non-interest-bearing account called the "A Escrow Account."
3. DISBURSEMENTS.
(a) The Escrow Agent shall hold the Property until directed in
writing by A (the "Notice") to disburse same, or a portion thereof, at which
time the Property, or any such portion, shall be disbursed by the Escrow Agent
in the manner described in the Notice.
(b) Disbursements of any of the Property in accordance with
paragraph 3(a) shall relieve the Escrow Agent of any liability or responsibility
whatsoever in connection with serving as Escrow Agent with respect to such
Property.
4. RIGHTS, DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.
(a) The Escrow Agent shall have the right to act in reliance upon
any document, instrument, or signature believed by it to be genuine and to
assume that any person purporting to give any notice in accordance with this
Agreement or in connection with any transaction to which this Agreement relates
has been duly authorized to do so. The Escrow Agent shall not be obligated to
make any inquiry as to the authority, capacity, existence or identity of any
person purporting to give any such notice;
(b) If the Escrow Agent is uncertain as to its duties or rights
hereunder or shall receive a notice from any of the other parties hereto with
respect to the Property that, in the Escrow Agent's sole opinion, is in conflict
with any of the terms hereof, it may refrain from taking any action until
otherwise directed by either (a) all of the other parties hereto, or (b) an
order of a court of competent jurisdiction;
(c) The Escrow Agent shall have no duties or responsibilities except
for those expressly set forth in this Agreement, may consult with counsel and be
fully protected with respect to any action taken or omitted to be taken on the
advice of counsel, and shall have no liability hereunder except for willful
misconduct.
5. INDEMNIFICATION. A hereby indemnifies, defends, and holds harmless
the Escrow Agent from any and all liability of any kind, including costs and
expenses of litigation and attorneys' fees incurred by the Escrow Agent in
connection with this Agreement or in enforcing this indemnification, arising
from its activities pursuant to this Agreement unless such liability arises from
willful misconduct by the Escrow Agent.
6. COMPENSATION. For serving hereunder, the Escrow Agent shall be paid
pursuant to the terms of the fee schedule attached hereto as Exhibit A.
7. NOTICES. Any notice pursuant hereto shall be deemed effectively
given only if it is in writing and is delivered. Any delivery hereunder is
effective only if made by (a) hand, or (b) certified mail, return receipt
requested, addressed to the other parties hereto at the addresses set forth in
paragraph 8, or at such other address as any party hereto may hereafter specify
to the other parties hereto pursuant to this Paragraph. Delivery shall be deemed
complete on the date of receipt of the notice.
8. ADDRESSES. All notices required to be given in connection with this
Agreement shall be addressed as follows:
A: European Micro Holdings, Inc.
0000 X.X. 000xx Xxxxxx, Xxxx X-00
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxx, Co-Chairman
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Escrow Agent: Chase Manhattan Bank
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx Xxxxx, Trust Officer
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
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9. RESIGNATION. The Escrow Agent may resign on thirty days' notice, in
which event A shall give the Escrow Agent notice of the entity to whom the
Property shall be transferred. If during such 30-day period the Escrow Agent
receives no such notice, the Escrow Agent shall, after notice to A, transfer the
Property to a court of competent jurisdiction.
10. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, successors, and
assigns.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, written and oral, of the
parties in connection herewith.
12. GOVERNING LAW. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
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A
CHASE MANHATTAN BANK
By:
--------------------------------
,Vice President
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EXHIBIT/SCHEDULE A
FEE SCHEDULE
For services to be rendered by The Chase Manhattan Bank, as Escrow
Agent, European Micro Holdings, Inc. agrees to pay the following fees to The
Chase Manhattan Bank:
Inception Fee: $5,000
Annual Custodial Fee (after first year): $1,000
$50 per transaction charge
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A
CHASE MANHATTAN BANK
By:
--------------------------------
,Vice President
Date:
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