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Escrow Deposit Agreement
"I need an Escrow Deposit Agreement for a software company acquisition where the source code will be held in escrow until the full purchase price of $5M is paid in three installments, with the final payment due March 2025."
1. Parties: Identification of all parties: Depositor, Escrow Agent, and Beneficiary
2. Background/Recitals: Context of the agreement and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role
5. Deposit of Escrow Funds: Details of what is being deposited and when
6. Investment of Escrow Funds: Terms governing how funds may be held or invested
7. Release of Escrow Funds: Conditions and procedures for releasing the escrow
8. Escrow Agent's Duties: Rights, obligations, and standard of care
9. Fees and Expenses: Compensation and expense reimbursement for the escrow agent
10. Term and Termination: Duration of agreement and termination provisions
1. Tax Reporting: Provisions relating to tax implications and reporting requirements for escrow funds and earnings
2. Dispute Resolution: Procedures for handling disputes between parties, including arbitration or mediation provisions
3. Force Majeure: Provisions addressing unforeseeable circumstances that may affect the performance of the agreement
4. Compliance with Laws: Specific regulatory compliance obligations and requirements applicable to the escrow arrangement
1. Schedule of Fees: Detailed breakdown of escrow agent's fees and charges
2. Form of Release Notice: Template for requesting release of escrow funds
3. Investment Guidelines: Permitted investments and investment restrictions for escrow funds
4. Authorized Signatories: List of persons authorized to give instructions regarding the escrow
5. KYC Documentation Requirements: Required identity verification documents and compliance procedures
Authors
Applicable Law
Authorized Representative
Banking Day
Beneficiary
Business Day
Claim
Deposited Assets
Depositor
Escrow Account
Escrow Agent
Escrow Funds
Escrow Period
Events of Default
Fees
Force Majeure Event
Governmental Authority
Investment Earnings
Investment Guidelines
Joint Written Instructions
Losses
Notice
Party/Parties
Permitted Investments
Release Conditions
Release Date
Release Notice
Representatives
Security Interest
Termination Date
Transaction Documents
Deposit and Investment
Release Conditions
Distribution of Funds
Agent's Duties and Rights
Indemnification
Fees and Expenses
Resignation and Removal
Confidentiality
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Representations and Warranties
Tax Matters
Assignment
Amendment and Modification
Termination
Severability
Entire Agreement
Counterparts
Third Party Rights
Compliance with Laws
Anti-Money Laundering
Electronic Communications
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