Escrow Agreement for Acquisition Documents

The Escrow Agreement for Acquisition Documents is a legal document that outlines the terms and conditions for the escrow of certain documents related to a sale and purchase agreement. The document begins with a brief introduction, highlighting the importance of the agreement in facilitating the completion of the sale and purchase of a target. It then proceeds to provide a detailed explanation of each section of the agreement.

 

Section 1: Interpretation

This section clarifies that expressions defined in the sale and purchase agreement have the same meaning in this escrow agreement, unless otherwise specified. It also defines the term 'released from the escrow' and its corresponding expression.

 

Section 2: Deposit of Documents

This section states that the escrow agent will hold the documents listed in the schedule on behalf of the parties until completion of the sale and purchase. It also specifies that the documents cannot be amended, modified, or supplemented without the agreement of all parties involved.

 

Section 3: Completion Notice

The seller is required to notify all parties in writing after all the conditions precedent have been fulfilled or if the buyer decides to waive their fulfillment. This notice is referred to as a completion notice.

 

Section 4: Release of the Escrow

Upon receipt of the purchase price by the seller, the documents will be released from the escrow, signifying the completion of the sale and purchase. Before the release, the escrow agent will date each document in its possession with the date of completion. After the release, the escrow agent will forward the documents to the entitled parties under the sale and purchase agreement.

 

Section 5: Indemnity

Each party waives any rights against the escrow agent related to the performance of this agreement and agrees to indemnify and hold the escrow agent harmless from any claims, actions, liabilities, losses, damages, costs, and expenses, unless the escrow agent is guilty of fraud, negligence, or wilful misconduct.

 

Section 6: Termination

This section explains the circumstances under which the agreement terminates. If the agreement terminates without completion or release of the documents, the escrow agent will return the documents to the party that deposited them. Alternatively, if the agreement terminates without completion or release, the escrow agent will destroy all copies of the documents and notify the parties.

 

Section 7: Variation

No variation of this agreement is valid unless it is in writing and signed by all parties. The term 'variation' includes any changes, supplements, deletions, or replacements.

 

Section 8: Assignment

None of the parties can assign, transfer, charge, or deal with their rights under this agreement without the written consent of the other parties.

 

Section 9: Counterparts

This agreement can be executed in multiple counterparts, each of which is considered an original but together constitute one instrument.

 

Section 10: Waivers

No failure or delay in exercising any right or remedy provided by this agreement shall be considered a waiver or variation of that right or remedy. Each party can exercise their rights and remedies under this agreement as often as they deem appropriate.

 

Section 11: Remedies Cumulative

The rights and remedies of each party under this agreement are cumulative and can be exercised in addition to their rights and remedies under general law.

 

Section 12: Notices and Service

This section outlines the requirements for giving notice under this agreement. Notices must be in writing and can be served by email, hand delivery, or post. The addresses and contact details of the parties are provided in this section.

 

Section 13: Governing Law and Jurisdiction

This section specifies the governing law and jurisdiction for any disputes arising from this agreement.

 

Section 14: No Rights for Third Parties

This section clarifies that a person who is not a party to this agreement has no right to enforce its terms under any law.

 

The agreement concludes with the signatures of the authorized representatives of each party, indicating their acceptance and agreement to the terms outlined in the document.

How to use this document?

To use the Escrow Agreement for Acquisition Documents, follow these steps:

1. Deposit of Documents: Gather all the documents listed in the schedule and provide them to the escrow agent for safekeeping. Ensure that the documents are in their original form and have not been amended, modified, or supplemented.

2. Completion Notice: The seller should notify all parties in writing once all the conditions precedent have been fulfilled or if the buyer decides to waive their fulfillment. This notification is known as a completion notice.

3. Release of the Escrow: On the date of completion, the buyer must ensure that the purchase price is paid in accordance with the sale and purchase agreement. Once the seller receives the payment, the escrow agent will release the documents from the escrow. The escrow agent will date each document with the date of completion before forwarding them to the entitled parties.

4. Indemnity: All parties involved should understand that they have waived any rights against the escrow agent and are responsible for indemnifying and holding the escrow agent harmless from any claims, actions, liabilities, losses, damages, costs, and expenses, except in cases of fraud, negligence, or wilful misconduct.

5. Termination: If the agreement terminates without completion or release of the documents, the escrow agent will return the documents to the party that deposited them. Alternatively, if the agreement terminates without completion or release, the escrow agent will destroy all copies of the documents and notify the parties.

6. Variation: Any changes to this agreement must be made in writing and signed by all parties involved. No variation is valid unless it meets these requirements.

7. Assignment: None of the parties can assign, transfer, charge, or deal with their rights under this agreement without the written consent of the other parties.

8. Notices and Service: All notices related to this agreement must be in writing and can be served by email, hand delivery, or post. Ensure that the correct addresses and contact details of the parties are used for effective communication.

9. Governing Law and Jurisdiction: Any disputes arising from this agreement will be governed by the specified jurisdiction.

10. No Rights for Third Parties: It is important to note that only the parties involved in this agreement have the right to enforce its terms. Third parties do not have any rights under this agreement.

Follow these steps to effectively utilize the Escrow Agreement for Acquisition Documents and ensure a smooth completion of the sale and purchase process.