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Escrow Agreement For Bulk Sales
ESCROW AGREEMENT FOR BULK SALES
Date:
To:
Gentlemen:
Pursuant to the terms and provisions of that certain
agreement for the sale of the business of___________________
_______________________ (hereinafter called the "Agreement")
between __________________(hereinafter called "Seller") and
___________________(hereinafter called "Buyer"), a copy of which
Agreement is attached hereto and hereby made a part hereof, there
is deposited with you the following: (Describe)
(hereinafter called the "Fund"). The Fund is to be held and
administered by you, subject to the following terms and
conditions: (Describe)
1. The Fund shall be invested from time to time in an
interest bearing account.
2. If, prior to the termination time (as hereinafter
defined), Buyer shall notify you in writing of any breach of
warranty with respect to the indebtedness of Seller to its
creditors under the terms and provisions of the Agreement and
such notice shall specify the amount which Buyer shall claim is
due and owing to Buyer by virtue of such breach of claim of
breach, you shall, within ten days from and after the receipt of
such notice from Buyer, notify Seller in writing of such claim by
sending written notice thereof by registered mail, return receipt
requested, to Buyer at the following address: __________________
____________________________ and if Seller shall not have
delivered to you, prior to the close of business on the 15th day
from and after the date on which you shall have notified Seller
of the claim of Buyer, sufficient funds from Seller's own sources
other than the Fund to pay and discharge the amount of the claim
asserted by Buyer in consequence of a breach, or alleged breach,
of warranty by Seller under the Agreement with respect to the
indebtedness of Seller to its creditors under the Agreement, you
shall, out of the assets and monies held by you in the Fund, pay
to Buyer the amount claimed by Buyer in the notice which it shall
have first sent to you under the terms and provisions of this
paragraph.
3. In lieu of delivering to you, from its own sources
other than the Fund, sufficient monies to pay and discharge any
claim asserted by Buyer in the manner provided in Paragraph No. 2
hereof, Seller may furnish to you, prior to the close of business
on the 15th day following the day on which you shall have mailed
notice to Seller of a claim asserted by Buyer under Paragraph No.
2 hereof, a written acknowledgment signed by Buyer that the
asserted claim has been discharged to the satisfaction of Buyer.
4. Not later than thirty days from and after the close
of business on the ___________day of __________, 19__ (which date
is referred to herein as the "termination time"), you shall
distribute to Buyer any and all monies and other assets then
remaining in the Fund. Prior to such time you shall, however,
out of the Fund, deduct all of your reasonable fees and expenses
in administering the Fund.
5. You may resign by mailing written notice thereof to
Buyer at _____________ and to Seller at _________________. In
the event of any such resignation, Buyer may appoint (by written
notice delivered to Seller at the above specified address) a
successor escrow which shall be a national bank doing business in
___________________. Any successor or successors shall have all
of the rights, obligations and immunities granted to you by the
terms and provisions hereof.
6. Nothing herein contained shall constitute a
limitation of any obligations of either Buyer or Seller under the
Agreement otherwise.
7. This instrument and all of the terms, provisions and
covenants herein set forth shall be binding upon Buyer and Seller
and their respective heirs, executors, administrators, successors
and assigns and shall inure to your benefit and to the benefit of
your successors and assigns. No assignment by Seller of any
rights hereunder or of any rights in and to the Fund shall be
effective for any purpose and, notwithstanding any purported
assignment by Seller, you shall be fully entitled to disregard
any such purported assignment in administering the Fund and your
responsibilities hereunder.
DATED this _____day of ________, 19__.
____________________________ __________________________
We hereby acknowledge receipt of the following:
_______________________________________________referred to in the
above and foregoing letter and agree to hold, administer and
distribute the same in accordance with all of the terms and
provisions thereof.
By______________________________
________________________________
Form 340
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