An escrow clause in a contract specifies that certain assets, funds, or documents will be held by a neutral third party until specific conditions of the contract are fulfilled. This ensures that each party complies with the agreed-upon terms, providing security and trust for both parties involved.
ESCROW DEPOSIT Section 1.1 Establishment of Escrow Account; Delivery of Escrow Funds. (a) As of the Effective Date (as defined below), Successor Escrow Agent shall maintain the Escrow Funds in the name of the Offering, in a bank account sufficiently segregated to identify the Offering, established for the benefit of the persons entitled thereto, whether subscribers (“Subscribers”) or the Issuer, and (ii) promptly transmit or return the funds to the persons entitled to such funds in accordance with the terms of this Agreement and the Offering Documents; (b) The collected Consideration (as defined herein) deposited into the Escrow Account for the benefit of the Offering are referred to as the “Escrow Funds.” “Consideration” means good and valuable Consideration, as accepted by the Successor Escrow Agent. (c) The Successor Escrow Agent shall have no duty nor responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any payment deposited into the Escrow Account shall be returned unpaid to the Successor Escrow Agent, the sole duty of the Successor Escrow Agent shall be to return the payment to the Subscriber and advise the Issuer promptly thereof.
Escrow Period and Release of Escrow Funds. (a) Escrow Period. Legacy Escrow Agent shall notify Successor Escrow Agent of the date of the transfer of the Escrow Funds to the custody of the Successor Escrow Agent (the “Effective Date”), to an account mutually agreed to by Legacy Escrow Agent and Successor Escrow Agent. After the completion of the transfer of the Escrow Funds, Legacy Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Account and under this Agreement. The Escrow Period shall begin on the Effective Date and shall terminate in whole or in part upon the earlier to occur of the following (“Escrow Period”): (i) The date upon which all Escrow Funds have been disbursed to those persons entitled thereto; or (ii) Successor Escrow Agent’s exercise of the termination rights specified in this Agreement. (b) Entitles. During the Escrow Period, the Parties agree that (i) Escrow Funds therein will be held for the benefit of the Issuer unless otherwise determined to be owed to the Subscribers, and that (ii) the Issuer is not entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until Issuer has closed upon the funds in the method and manner described in the Issuer’s Offering Documents. (c) Disbursement Instructions. The Escrow Funds with respect to each Offering shall be disbursed by the Successor Escrow Agent in accordance with the written instructions regarding the disbursement of the Escrow Funds in connection with such Offering (the “Disbursement Instructions”) provided by the Issuer or as otherwise described in the Offering Documents.
Relevant Authorities. The Successor Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the amount in the Escrow Account (the “Escrow Amount”) when held for the benefit of the Issuer, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter, contest such matter and in accordance with its normal business practices. If the Successor Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.
Attachment of Escrow Amount; Compliance with Legal Orders. In the event that any Escrow Amount shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Amount, the Successor Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Successor Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any other Party or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
WHEREAS, the Intermediary Manager and the Company desire to establish an escrow account (the “Escrow Account”) as further described herein, in which funds received from subscribers will, except as otherwise specified herein, be deposited and the Company desires that the Escrow Agent act as escrow agent to the Escrow Account and Escrow Agent is willing to act in such capacity.
Establishment of Escrow Account; Escrow Period. On or prior to the commencement of the offering of Shares pursuant to the Offering Document, the Company shall establish the Escrow Account with the Escrow Agent, which shall be entitled “Nuveen Churchill Private Income Fund/UMB Bank, N.A. -, Escrow Agent Account.” ” This Agreement shall be effective on the date on which the Offering Document becomes effective. Except as otherwise set forth herein, the “Escrow Period” shall commence upon the effectiveness of this Agreement and shall continue.
Operation of the Escrow. (a) Deposits in the Escrow Account. During the Escrow Period, the Intermediary Manager will promptly deliver, but in no event later than noon of the next business day following receipt by the Intermediary Manager or other Dealers transmitting monies and subscriptions from subscribers, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the “Escrowed Funds”); provided, however, if the Intermediary Manager receives subscription agreements and checks at a branch office and final supervisory review is conducted at a different location (the “Final Review Office”), then the branch office shall transmit the subscription agreements and checks to the Final Review Office by noon on the next business day following their receipt by the branch office and the Final Review Office shall review the subscription agreements and check to ensure their proper execution and form and, if they are acceptable, deliver the subscription agreements and the funds to the Escrow Agent by noon on the next business day after their receipt by the Final Review Office. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Intermediary Manager or a Dealer, the Processing Agent, the Company, the Intermediary Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A. All monies deposited into the Escrow Account shall be held in the Escrow Account and invested as set forth in Section 3 until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Letter (as described below), the Escrow Agent shall promptly notify the Company in writing via mail, e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment. The Processing Agent has agreed to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address; (ii) the number and class of Shares purchased by such subscriber; and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the Company nor the Intermediary Manager will be entitled to any funds deposited into the Escrow Account. The Company, Processing Agent or the Intermediary Manager shall furnish to the Escrow Agent with each delivery of an Instrument of Payment, a list of the Subscribers who have paid for the Shares showing the name, address, tax identification number, amount and class of Shares subscribed for and the amount paid and deposited with the Escrow Agent. This information comprising the identity of Subscribers shall be provided to the Escrow Agent in the format set forth on Exhibit A. All Subscriber Funds so deposited shall not be subject to any liens or charges by the Company, the Intermediary Manager or the Escrow Agent, or judgments or creditors’ claims against the Company, until released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Subscriber Funds on deposit in the Escrow Account and no such funds shall become the property of the Company except when released to the Company pursuant to this Escrow Agreement. The Company, the Intermediary Manager and the Escrow Agent will treat all Subscriber information as confidential. The Escrow Agent shall not be required to accept any funds from Subscribers that are not accompanied by the information on the List of Subscribers.
Return of Escrowed Funds. If the Escrow Agent receives written notice of the occurrence of the Closing Date from the Company or Intermediary Manager and has not received a Break Escrow Letter, or if the Escrow Agent receives an Offering Termination Letter (as described below), or if the Escrow Agent otherwise receives written notice from the Company or Intermediary Manager of the rejection of a subscriber’s subscription, the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the amount of the funds in the Escrow Account, as well as any interest earned on such funds, without deduction for fees, penalties or expenses, to the respective subscribers, and the Escrow Agent shall notify the Company and the Intermediary Manager of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. If at any time prior to the raising of the Minimum Offering and the Closing Date the Company decides to terminate the offering, the Company shall notify the Escrow Agent and Processing Agent by means of a letter from an officer of the Company authorizing the Escrow Agent to distribute the funds in the Escrow Account as provided in this paragraph (an “Offering Termination Letter”).
Escrowed Funds. (a) The Escrow Agent shall promptly invest the Escrowed Funds, including any and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in UMB Money Market Special, a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (b) The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.
At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a subscriber, the Escrow Agent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9.
Escrow. Appointment; Shares Placed in Escrow. The Escrow Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth herein. Simultaneously with the execution and delivery of this Agreement, Parent shall instruct the Escrow Agent to include an escrow legend and stop transfer order against the book entry positions representing the Escrow Shares, and to issue such restricted book entry positions in the name of the Company Shareholders and in the amounts as set forth on Exhibit A hereto, which, for the avoidance of doubt, have been calculated in the same proportions as the Parent Class B Ordinary Shares are allocated among the Company Shareholders, together with an assignment separate from each such certificate executed in blank by each such Company Shareholder, with medallion signature guarantees.
Trust Fund. The Escrow Shares shall be held, by way of security, on bare trust and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Escrow Party or any of its respective affiliates. The Escrow Agent shall hold and safeguard the Escrow Shares until the Termination Date (as defined in Section 5) or earlier release in accordance with this Agreement. Rights as Shareholders. Except as otherwise provided in this Agreement, the Company Shareholders shall retain all of their rights as shareholders of Parent with respect to the Escrow Shares while such remain in the Escrow Account, including, without limitation, the right of the Company Shareholders to vote their Parent Class B Ordinary Shares included in the Escrow Shares.
ESCROW 1.1Appointment of Escrow Agent The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment. 1.2Deposit of Escrow Securities in Escrow (1)You are depositing the securities (escrow securities) listed opposite your name in Schedule "A" with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. (2)If you receive any other securities (additional escrow securities): (a)as a dividend or other distribution on escrow securities; (b)on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; (c)on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or (d)from a successor issuer in a business combination, if Part 6 of this Agreement applies, you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities.
The escrow provisions provide that fees payable under the Interim Advisory Agreement and Interim Sub-Advisory Agreement are to be placed into an escrow account and released only if the New Advisory Agreement and New Sub-Advisory Agreement, respectively, are approved.
The Option Shares are subject to escrow provisions pursuant to the escrow agreements (Note 9.3) and contractual hold periods as set out in the Langer Heinrich Agreement. As at April 30, 2021, 250,000 common shares remain subject to a contractual hold period until June 11, 2021.
Escrow Agent shall hold, apply and disburse the Deposit in accordance with the terms of Exhibit B (the “Escrow Provisions”). Escrow Agent is joining in the execution of this Agreement solely to acknowledge its receipt of the Deposit and its agreement to serve as escrow agent under and in accordance with the terms of this Agreement (including the Escrow Provisions); Escrow Agent’s signature to this Agreement (and any amendment) shall not be required for this Agreement (or any amendment) to be binding on Seller and Purchaser. The Deposit shall be credited towards the Purchase Price at Settlement (defined in Section 8(a)).
Earnest Money Escrow Agreement: The earnest money escrow provisions governing the deposit and disbursement of the Earnest Money attached hereto and incorporated herein as Schedule 1.
Escrow is a financial arrangement in which a third party holds and regulates payment of funds or assets required for two parties involved in a transaction. It provides a secure way to ensure that all conditions of a transaction are met before any money or property changes hands.
Escrow services should be utilized in scenarios where:
To write about escrow in a contract or document, you should:
Example: In a real estate transaction, an escrow account is often used to hold a buyer’s deposit until closing, ensuring both buyer and seller meet their obligations before the buyer’s payment is released to the seller.
Escrow is commonly included in contracts such as:
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