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Escrow Holdback Agreement
"Need an Escrow Holdback Agreement under Singapore law for a software company acquisition, where USD 2 million will be held in escrow for 18 months from March 2025 to cover potential IP infringement claims."
1. Parties: Identification of all parties including depositor, beneficiary, and escrow agent
2. Background: Context of the transaction and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment of Escrow Agent: Terms of appointment and agent's acceptance
5. Escrow Funds: Description of funds/assets to be held in escrow
6. Release Conditions: Specific conditions for releasing the escrow funds
7. Escrow Agent's Duties: Rights, obligations, and responsibilities of the escrow agent
8. Term and Termination: Duration of the agreement and termination provisions
9. Fees and Expenses: Escrow agent's compensation and reimbursement terms
10. Liability and Indemnification: Limitations of liability and indemnification provisions
11. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Investment of Escrow Funds: Terms for investing held funds during the escrow period
2. Cross-Border Provisions: Additional terms for international transactions and compliance requirements
3. Dispute Resolution: Specific procedures for resolving disputes, including mediation and arbitration provisions
4. Force Majeure: Provisions for unforeseen circumstances affecting performance of obligations
5. Anti-Money Laundering Compliance: Specific provisions regarding AML compliance and reporting requirements
1. Schedule 1 - Release Instructions: Detailed instructions and procedures for releasing escrow funds
2. Schedule 2 - Fee Schedule: Detailed breakdown of escrow agent's fees and payment terms
3. Schedule 3 - Form of Release Notice: Template for requesting release of funds from escrow
4. Appendix A - KYC Documentation Requirements: List of required identification and verification documents
5. Appendix B - Investment Guidelines: Guidelines for investment of escrow funds if applicable
Authors
Escrow Agent
Escrow Account
Escrow Amount
Escrow Funds
Escrow Period
Beneficiary
Business Day
Claim Notice
Completion Date
Deposit Date
Depositor
Effective Date
Indemnified Parties
Interest
Losses
Notice
Parties
Release Conditions
Release Date
Release Notice
SGD
Working Day
Authorised Representatives
Confidential Information
Dispute
Encumbrance
Force Majeure Event
Investment Guidelines
Material Adverse Effect
Permitted Investments
Related Agreement
Security Interest
Tax
Transaction Documents
Deposit of Escrow Funds
Escrow Account Management
Release Conditions
Release Mechanics
Escrow Agent's Duties
Escrow Agent's Rights
Escrow Agent's Liability
Escrow Agent's Fees
Representations and Warranties
Indemnification
Confidentiality
Notices
Term and Termination
Force Majeure
Governing Law
Dispute Resolution
Amendment and Modification
Investment of Escrow Funds
Interest on Escrow Funds
Tax Matters
Anti-Money Laundering
Cross-Border Provisions
Data Protection
Assignment
Replacement of Escrow Agent
Electronic Communications
Currency Conversion
Account Access and Security
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