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Escrow Purchase Agreement
"I need an Escrow Purchase Agreement under German law for a €5M real estate acquisition in Berlin, with closing scheduled for March 2025, including environmental compliance provisions and specific release conditions based on property inspection results."
1. Parties: Identification and details of the Buyer, Seller, and Escrow Agent, including full legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the subject matter, and purpose of the escrow arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Price and Payment Terms: Specification of the purchase price, payment schedule, and currency
5. Escrow Arrangement: Details of the escrow account, deposit requirements, and release conditions
6. Escrow Agent's Duties and Responsibilities: Detailed outline of the escrow agent's obligations, including handling of funds and documents
7. Conditions for Release of Escrow: Specific conditions that must be met for the release of funds or documents from escrow
8. Representations and Warranties: Statements of fact and guarantees made by each party
9. Closing Process: Step-by-step procedure for completing the transaction
10. Fees and Expenses: Allocation of costs, including escrow agent fees and transaction expenses
11. Term and Termination: Duration of the agreement and circumstances for early termination
12. Notices: Communication procedures and contact details for official notices
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Anti-Money Laundering Compliance: Required when dealing with significant sums or international transactions, outlining AML procedures and requirements
2. Tax Provisions: Needed when specific tax implications need to be addressed or tax-related responsibilities allocated
3. Force Majeure: Optional clause for dealing with unforeseen circumstances that might affect the transaction
4. Confidentiality: Required when sensitive information is involved in the transaction
5. Intellectual Property Rights: Needed when the purchase involves IP assets
6. Environmental Matters: Required for transactions involving real estate or businesses with environmental implications
7. Employee Matters: Needed when the purchase involves transfer of employees or employment-related obligations
1. Schedule 1 - Description of Purchase Object: Detailed description of the assets, property, or rights being purchased
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Schedule 3 - Closing Checklist: List of all documents and actions required for closing
4. Schedule 4 - Form of Release Notice: Template for the notice to release funds from escrow
5. Schedule 5 - Due Diligence Documents: List of required due diligence documents and their status
6. Appendix A - Escrow Account Details: Banking information and specific requirements for the escrow account
7. Appendix B - Required Authorizations: List of required governmental or third-party authorizations
8. Appendix C - Form of Transfer Documents: Templates for any required transfer documentation
Authors
Applicable Law
Banking Day
Business Day
Buyer
Closing
Closing Date
Closing Documents
Completion
Confidential Information
Deposit
Effective Date
Escrow Account
Escrow Agent
Escrow Amount
Escrow Period
Escrow Release Notice
Event of Default
Force Majeure Event
Governmental Authority
Initial Deposit
Long Stop Date
Material Adverse Change
Notice
Parties
Purchase Object
Purchase Price
Release Conditions
Release Date
Release Notice
Representatives
Seller
Signing Date
Transaction
Transaction Documents
Transfer Documents
Escrow Arrangement
Payment Terms
Conditions Precedent
Deposit
Release Conditions
Representations and Warranties
Covenants
Due Diligence
Closing Conditions
Transfer of Title
Purchase Price Adjustment
Escrow Agent Duties
Liability
Indemnification
Confidentiality
Data Protection
Anti-Money Laundering
Force Majeure
Assignment
Term and Termination
Notices
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Third Party Rights
Counterparts
Real Estate
Technology
Manufacturing
Financial Services
Mergers & Acquisitions
Construction
Energy
Automotive
Healthcare
Telecommunications
Legal
Finance
Compliance
Treasury
Corporate Development
Risk Management
Commercial
Mergers & Acquisitions
Real Estate
Operations
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Finance Manager
Compliance Officer
Transaction Manager
Business Development Director
Risk Manager
Treasury Manager
Commercial Director
Mergers & Acquisitions Director
Real Estate Manager
Contract Administrator
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