Escrow agreement for use where executed documents are to be held in an escrow arrangement for a period of time (typically until the completion of the acquisition). This is drafted in neutral form.
The Seller and Buyer entered into an agreement (the Sale and Purchase Agreement) providing for the sale by the Seller to the Buyer of Company for the consideration and upon the terms and subject to the conditions set out in the Sale and Purchase Agreement.
Under the Sale and Purchase Agreement, the the Seller and the Buyer are required to be party to, and to deliver on completion of the sale and purchase of Company, certain other documents, deeds and agreements which are listed in the Schedule (the "Documents").
The Documents have been signed but have not been delivered by any of the parties to them to the relevant counterparties, and are to be held by the Escrow Agent on the terms and subject to the conditions set out in this Agreement.
The Escrow Agent shall hold the Documents on the terms of this Agreement pending their delivery by each of the parties on Completion (the Escrow).
On the date of Completion the Buyer shall cause the purchase price to be paid in accordance with the Sale and Purchase Agreement. Upon receipt by the Seller of the payments referred to above, the Documents shall be released from the Escrow and Completion shall be deemed to have taken place, provided that the Seller has delivered to the Buyer all items which, together with the Documents, will discharge its obligations under the Sale and Purchase Agreement.
Immediately before the release of the Documents from the Escrow, the Escrow Agent shall, as agent of each of the parties, date each of the Documents in its possession with the date of Completion.
Following the release of the Documents from the Escrow, the Escrow Agent shall forward each of the Documents to such person or persons as shall be entitled to them under the Sale and Purchase Agreement.
None of the Documents may be amended, modified or supplemented after deposit with the Escrow Agent unless the Document, as amended, modified or supplemented, is in an agreed form and is fully executed by the parties to the document, in which case the Document, as so amended, modified or supplemented, will become one of the Documents.
sale and purchase,