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Voluntary Escrow Agreement
"I need a Voluntary Escrow Agreement for a business sale transaction closing on March 15, 2025, where 30% of the sale proceeds ($2.5M) will be held in escrow by ABC Trust Services for 6 months to secure potential warranty claims."
1. Parties: Identifies and defines all parties to the agreement - typically the depositor, beneficiary, and escrow agent
2. Background: Sets out the context and purpose of the escrow arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent role
5. Escrow Property: Defines and describes the assets/property to be held in escrow
6. Deposit of Escrow Property: Procedures and requirements for depositing the escrow property
7. Escrow Period: Defines the duration of the escrow arrangement
8. Release Conditions: Specifies the conditions under which the escrow property will be released
9. Release Mechanism: Procedures for releasing the escrow property
10. Duties and Powers of Escrow Agent: Details the responsibilities and authority of the escrow agent
11. Fees and Expenses: Specifies the escrow agent's fees and handling of expenses
12. Liability and Indemnity: Limits on escrow agent's liability and indemnification provisions
13. Termination: Circumstances and procedures for terminating the agreement
14. General Provisions: Standard contractual provisions including notices, amendments, governing law, etc.
1. Interest and Income: Required when the escrow property may generate income or interest during the escrow period
2. Dispute Resolution: Detailed dispute resolution procedures, recommended for high-value or complex arrangements
3. Replacement of Escrow Agent: Procedures for replacing the escrow agent, useful for longer-term arrangements
4. Security Interest: Required when the escrow property serves as security for obligations
5. Tax Provisions: Specific tax-related provisions when tax implications are significant
6. Electronic Communications: Procedures for electronic notifications and communications, useful for modern arrangements
7. Confidentiality: Required when dealing with sensitive information or valuable intellectual property
8. Force Majeure: Provisions for unforeseen circumstances, recommended for long-term or high-value arrangements
1. Schedule 1 - Escrow Property Details: Detailed description and/or inventory of the escrow property
2. Schedule 2 - Fee Schedule: Detailed breakdown of escrow agent fees and charges
3. Schedule 3 - Release Notice Form: Template form for requesting release of escrow property
4. Schedule 4 - Verification Requirements: Specific requirements for verifying release conditions
5. Schedule 5 - Authorized Representatives: List of authorized representatives for each party
6. Appendix A - Operating Procedures: Detailed procedures for handling and managing the escrow property
7. Appendix B - Communication Protocols: Specific procedures for communications between parties
Authors
Business Day
Commencement Date
Completion
Confidential Information
Default Event
Deposit Date
Dispute
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Escrow Period
Escrow Property
Escrow Release Date
Escrow Release Notice
Event of Default
Fees
Force Majeure Event
Governmental Agency
GST
Insolvency Event
Interest Period
Laws
Loss
Notice
Parties
Permitted Purpose
Release Conditions
Release Date
Release Notice
Representatives
Security Interest
Termination Date
Transaction Documents
Trust Account
Verification Requirements
Working Hours
Authority
Deposit Requirements
Release Conditions
Payment Terms
Escrow Property
Custody
Account Operation
Agent Duties
Agent Rights
Agent Remuneration
Release Mechanism
Default
Termination
Liability
Indemnity
Confidentiality
Security
Interest and Income
Tax
Force Majeure
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
GST
Electronic Execution
Costs
Further Assurance
Financial Services
Real Estate
Technology
Mining and Resources
Manufacturing
Professional Services
Construction
Healthcare
Telecommunications
Legal Services
Banking
Investment Management
Legal
Compliance
Finance
Treasury
Risk Management
Corporate Services
Business Development
Property Management
Trust Services
Transaction Services
Legal Counsel
Corporate Lawyer
Compliance Officer
Contract Manager
Transaction Manager
Company Secretary
Chief Legal Officer
Chief Financial Officer
Finance Manager
Treasury Manager
Risk Manager
Business Development Manager
Property Manager
Escrow Officer
Trust Officer
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