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Escrow Holdback Agreement
"I need an Escrow Holdback Agreement for a software company acquisition where £2 million will be held in escrow until January 2025 to cover potential IP infringement claims, with release conditions tied to specific technical due diligence findings."
1. Parties: Identifies all parties to the agreement including the buyer, seller, and escrow agent
2. Background: Sets out the context of the transaction and purpose of the escrow arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role
5. Deposit of Funds: Details of the amount, timing and mechanism for depositing funds into escrow
6. Release Conditions: Specific conditions that must be met for the release of funds
7. Escrow Agent's Duties: Detailed responsibilities and obligations of the escrow agent
8. Fees and Expenses: Details of escrow agent's fees and who bears the costs
9. Termination: Circumstances and process for terminating the agreement
1. Interest Provisions: Treatment of interest earned on escrowed funds - used when escrow period is lengthy or involves substantial sums
2. Tax Provisions: Treatment of tax implications and responsibilities - used when tax considerations are relevant to the escrow arrangement
3. Foreign Exchange Provisions: Handling of currency conversions and exchange rates - used when multiple currencies are involved
4. Investment Instructions: Parameters for investing escrowed funds - used when funds are to be invested during the escrow period
1. Release Notice Form: Template form for requesting release of funds
2. Fee Schedule: Detailed breakdown of escrow agent's fees and charges
3. Bank Account Details: Specified account details for holding and transferring funds
4. Required Documentation: List of documents required for release conditions
5. KYC Requirements: Details of required identity verification documentation
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