DP Tool Club 17/CD_ASCQ_17_101194.iso/vrac/eagle20.zip/FORMS.EXE/340.LGF

Text File | 1986-02-18 | 6KB | 123 lines

                         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