Holdback Escrow Clause Samples
A Holdback Escrow clause establishes that a portion of the purchase price or payment is temporarily withheld and placed in an escrow account until certain conditions are met. Typically, this arrangement is used in transactions such as mergers or asset sales, where the buyer may require assurance that the seller will fulfill specific obligations, like addressing post-closing adjustments or resolving outstanding liabilities. By holding funds in escrow, the clause protects the buyer against potential risks or breaches, ensuring that any unresolved issues can be financially covered before the final payment is released.
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Holdback Escrow. (a) Seller agrees that on the Closing Date ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) shall be deposited into an account with Escrow Agent (the “Escrow Account”) out of the proceeds of the sale of the Property, which funds shall be held in accordance with this First Amendment. All funds deposited with Escrow Agent pursuant to this First Amendment (and any interest earned thereon) are hereinafter referred to collectively as the “Holdback Funds”. Notwithstanding any language to the contrary herein, in no case shall Seller be responsible for any Alterations (defined below) work or payment thereof that may exceed the amount in the Escrow Account. If the Holdback Funds (and, therefore, the Escrow Account) is depleted, then Buyer shall be liable for any unreimbursed or unpaid Alterations work performed wit regard to the Property.
(b) The obligations of Escrow Agent with regard to the Holdback Funds and the Escrow Account shall terminate on the earlier to occur of: (i) complete disbursement of the Holdback Funds pursuant to SECTION 1(c) hereof, (ii) tender of the Holdback Funds into a court of competent jurisdiction as permitted by SECTION 2 hereof, or (iii) the date that is nine (9) months after the Closing Date. Upon such termination, Escrow Agent shall be relieved from all duties, obligations, liabilities and responsibilities hereunder other than those that accrued prior thereto. Any Holdback Funds remaining in the Escrow Account following the termination events listed in this SECTION 1(b) shall be released to and at the direction of Seller.
(c) From time to time, Buyer may submit a written request to the Escrow Agent, with a copy to Seller, for reimbursement of bona fide costs incurred by Buyer for materials and third party costs necessary to complete the Alterations (defined below). Any such request for reimbursement shall include a description of the Alterations for which reimbursement is sought and ample documentation supporting the cost of such Alterations. All Alterations shall be performed by third parties with no direct or indirect affiliation with Buyer, and the cost of all such Alterations shall not exceed the local fair market rate.
(d) For purposes of this First Amendment, “Alterations” shall mean the following work on the improvements on the Real Property and CPSI Property being sold pursuant to the Agreement and the CPSI Agreement, as applicable: (i) installation of customary metal flashing on the roofs and buildings; (ii) roof repairs (in...
Holdback Escrow. The Agreement is hereby amended by adding new Sections 2.3 through 2.5 thereto, which read in their entirety as follows:
Holdback Escrow. At Closing, Seller shall deliver to Escrow Agent the amount set forth on Section 29(g) of Exhibit A (the “Escrowed Funds”). The Escrowed Funds shall be held by Escrow Agent pursuant to an escrow agreement by and between Seller, Related Sellers, Purchaser, Related Purchasers and Escrow Agent in substantially the form attached hereto as Exhibit 29.
Holdback Escrow. A Holdback Escrow Agreement in the form attached hereto as Exhibit U (the “Holdback Escrow Agreement”).
Holdback Escrow. At Closing, Seller shall deposit $145,000 into a strict joint escrow with the Title Company by and among Seller, Purchaser and the Title Company (the"Holdback Escrow"), which shall be separate from the escrows described in Section 4.4 of the Sale Agreement. The cost of the Holdback Escrow, if any, shall be split equally by the parties.
Holdback Escrow. EAST\149645359.3
3.3.1 At Closing, a portion of the Purchase Price equal to One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) (the “701 Escrow”) shall be retained by the Title Company and placed into escrow pursuant to a an escrow agreement in the form attached hereto as Exhibit C-1 (“701 Holdback Escrow Agreement”), for the purpose of reimbursing Purchaser for the out of pocket costs incurred following Closing to inspect, repair and restore water intrusion and the resulting damage to the building located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (“701 Property”) as more particularly set forth in the Holdback Escrow Agreement.
3.3.2 At Closing, a portion of the Purchase Price equal to Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Environmental Condition Escrow”) shall be retained by the Title Company and placed into escrow pursuant to an escrow agreement in the form attached hereto as Exhibit C-2 (“Environmental Holdback Escrow Agreement”, and together with the 701 Holdback Escrow Agreement, collectively, “Holdback Escrow Agreement”) for the purpose of reimbursing Purchaser for the out of pocket costs incurred following Closing with respect to the investigation and remediation, including any repairs required in connection therewith, arising out of certain environmental conditions at the Properties located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ (“▇▇▇▇▇▇▇ Property”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ (“”Pavilion II Property”), in each case, as more particularly set forth in the Holdback Escrow Agreement.
3.3.3 At Closing, Purchaser, Seller and Title Company shall execute the Holdback Escrow Agreement, and the Holdback Escrow Agreement shall be added as a Seller Closing Document (pursuant to Section 4.2 of the Agreement) and as a Purchaser Closing Document (pursuant to Section 4.4 of the Agreement). The terms of the Holdback Escrow Agreement shall survive the Closing and Seller’s delivery of the Deed for the 701 Property, ▇▇▇▇▇▇▇ Property and Pavilion II Property.”
Holdback Escrow. Upon Closing, a portion of the Closing Payment in the amount equal to the “Post-Closing Escrow Funds” (as defined herein) shall be held in an escrow (the “Holdback Escrow”) by Escrow Holder pursuant to and in accordance with the terms of a Holdback Escrow Agreement by and among Buyer (or its assignee(s)), Existing Owner, the Other Existing Owners (as defined herein) and Escrow Holder in the form attached hereto as Exhibit K (the “Holdback Escrow Agreement”).
Holdback Escrow. (a) Simultaneously herewith Landlord is authorizing the Escrow Agent to disburse to Tenant a portion of the balance of the Final Payment in the amount of $3,000,000, which constitutes a portion of “Escrowed Funds” as defined in the First Amendment.
(b) Upon delivery to Landlord of (i) a certification in the form of Schedule A attached hereto executed by Tenant and containing true and complete copies of all exhibits referenced therein and (ii) a true and complete copy of all of the Applications for Payment submitted to Tenant by ▇▇▇▇ Enterprises Real Estate Group with respect to the construction of the Property, Landlord will authorize the Escrow Agent to release the entire balance remaining of the Escrowed Funds to Tenant together with any interest which has accrued on the Escrowed Funds while in escrow.
Holdback Escrow. Any amounts due and owing to the Purchaser pursuant to an Indemnity Claim shall be paid promptly out of the Holdback Deposit in accordance with the Holdback Escrow Agreement. Notwithstanding the termination of the Holdback Escrow Agreement or the full disbursement and/or release of the Holdback Deposit, Radio Unica and the Sellers shall remain liable for any Indemnity Claim as provided in this Article XI.
Holdback Escrow. At the Closing, Purchaser shall wire to ▇▇▇▇▇ Fargo (the "Escrow Agent") five percent (5%) of the Estimated Purchase Price determined pursuant to Section 2.4 hereof (the "Holdback Escrow Amount") which amount will be held in escrow (the "Holdback Escrow") by the Escrow Agent pursuant to an escrow agreement substantially in the form of Exhibit 2.1