Escrow Agreement for Bulk Sale
This is an escrow agreement for a bulk sale
contract, whereby the buyer places the fee in
escrow with an escrow agent pending the
completion of the sale. In the event the sale goes
through without complications, the escrow agent
pays the seller. In the event that there are
complications, some of the money is returned to the
buyer. The escrow agent is held harmless for errors
unless they are intentional or grossly negligent.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
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your own attorney.
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the “Escrow Agreement”), dated ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Buyer], ___________ [Instruction: Insert Address] (the “Buyer”), ___________
[Instruction: Insert Name of Seller], ___________ [Instruction: Insert Address] (the
“Seller”), and ___________ [Instruction: Insert Name of Escrow Agent], ___________
[Instruction: Insert Address] (the “Escrow Agent”).
WHEREAS, Buyer entered into a certain agreement with the Seller, dated ___________
[Instruction: Insert Agreement Date], in connection with the bulk sale of Seller’s goods
(the “Bulk Sale Agreement”);
WHEREAS, to effect the sale contemplated by the Bulk Sale Agreement, Buyer and
Seller desire to utilize the services of the Escrow Agent;
WHEREAS, the Escrow Agent desires to accept such engagement;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Upon execution hereof, the Buyer shall place the sum of ___________ Dollars
($______)[Instruction: Insert Amount] (the “Escrow Amount”) in escrow with the
Escrow Agent.
2. The Escrow Agent agrees to pay the Escrow Amount to Seller on or after
___________ [Instruction: Insert date], upon demand of Seller, provided no action has
been commenced, nor levy made, under Article 6 of the Uniform Commercial Code
(“UCC”) by any of the Seller's creditors relating to the transfer of goods provided for in
the Bulk Sale Agreement. As proof that no such action was taken, the Escrow Agent will
accept a statement to that effect signed by Seller, or such other proof as may be
reasonable under the circumstances.
3. If any action is commenced or levy made under Article 6 of the UCC in relation to
the transfer, the Escrow Agent will immediately pay the sum of ___________ Dollars
($______)[Instruction: Insert Amount] to the Seller. As proof of action or levy the
Escrow Agent will accept a certified copy of the complaint or warrant of execution or
attachment or other pleadings instituting such action, or such other proof as may be
reasonable under the circumstances.
4. In no event shall the Escrow Agent be liable for failure of any of the terms of this
Escrow Agreement or for any damage caused either Buyer or Seller by the exercise of
Escrow Agent's discretion in any particular manner, or for any other reason, except gross
negligence or willful misconduct.
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5. In the event that any provision or part of this Escrow Agreement shall be deemed
void or invalid by a court of competent jurisdiction, the remaining provisions or parts
shall be and remain in full force and effect.
6. This Escrow Agreement constitutes the entire agreement between the parties hereto
with respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.
7. Any modification to this Escrow Agreement must be in writing and signed by the
parties or it shall have no effect and shall be void.
8. This Escrow Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly
performed therein, with jurisdiction exclusive to the Federal and State courts located in
the County of _____________ [Instruction: Insert County], State of ______________
[Instruction: Insert State].
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.
BUYER:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
SELLER:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
ESCROW AGENT:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
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