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Escrow Purchase Agreement
"Need an Escrow Purchase Agreement for the acquisition of software assets worth £2.5M, where the escrow agent will be Barclays Bank and completion is targeted for March 2025, with specific requirements for cybersecurity validation before fund release."
1. Parties: Identifies all parties to the agreement including buyer, seller, and escrow agent
2. Background: Context of the transaction and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of the purchase price and payment structure
5. Escrow Terms: Conditions for holding and releasing funds
6. Escrow Agent's Duties: Responsibilities and obligations of the escrow agent
7. Completion Mechanics: Process for completing the transaction
8. Termination: Circumstances and process for terminating the agreement
1. Due Diligence: Required when specific conditions need to be met before completion - used for complex transactions requiring verification steps
2. Anti-Money Laundering Provisions: Specific AML requirements and procedures - used for high-value transactions or when regulated entities are involved
3. Tax Provisions: Special tax considerations or requirements - used for cross-border transactions or specific tax implications
1. Schedule of Assets: Detailed list of assets being purchased
2. Payment Schedule: Breakdown of payment terms and timing
3. Completion Checklist: List of documents and actions required for completion
4. Form of Release Notice: Template for releasing funds from escrow
5. KYC Requirements: Required documentation for identity verification
Authors
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deposit
Escrow Account
Escrow Agent
Escrow Amount
Escrow Period
Escrow Release Conditions
Escrow Release Notice
Event of Default
Force Majeure Event
Initial Deposit
Interest
Laws
Losses
Material Adverse Change
Notice
Parties
Purchase Price
Release Date
Release Instructions
Representatives
Seller's Account
Signing Date
Target Assets
Transaction Documents
Transfer Instructions
VAT
Working Hours
Appointment of Escrow Agent
Deposit of Funds
Purchase Price
Escrow Terms
Release Conditions
Release Mechanics
Escrow Agent's Duties
Escrow Agent's Liability
Escrow Agent's Fees
Representations and Warranties
Conditions Precedent
Completion
Payment Terms
Interest
Security Interest
Confidentiality
Anti-Money Laundering
Data Protection
Force Majeure
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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