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Escrow Agreement For Sale Of Business
AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Buyer", and [Name] of [Address], hereinafter referred to as "Seller", do hereby agree as follows:
1. Parties. Buyer and Seller have entered into a contract for the sale of Seller's business [name, address, and nature of business], a copy of which is annexed to this Agreement and marked as exhibit "A".
2. Agreement for Funds to Be Placed in Escrow. Seller will pay ---------- dollars ($----------) to be held by [name] as Depositary. This sum shall be paid by [Date].
3. Payment of Debts. Seller agrees to pay all outstanding debts of the business. Should Seller fail to make such payments, Buyer may make such payments and Seller will remain liable to Buyer for any such payments made by Buyer.
4. Holding of Escrow Account. Depositary will hold the escrow account until Buyer and Seller provide Depositary with a written statement instructing Depositary as to the disposal of the escrow. Depositary, upon receiving such instruction, may then pay out the escrow as instructed by Buyer and Seller.
5. No modification of this Agreement will be effective unless it is in writing and is signed by both parties. This document, including any attachments, is the entire agreement between the parties.
6. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
7. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
8. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
9. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
10. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
11. Successors & Assigns. This Agreement binds and benefits both parties and any successors.
12. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
13. Time of The Essence. Time is the essence of this agreement.
14. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
Depositary acknowledges the receipt of ---------- dollars ($----------) and agrees to the terms and conditions regarding this sum as set forth by this Escrow Agreement.
This Section for Notary:
STATE OF -------)
) ss: [date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]