Escrow instructions refer to the specific guidelines and conditions set by the parties involved in a transaction, which govern the management and disbursement of funds or documents held by an escrow agent until all obligations and contingencies in the transaction are met. These instructions ensure that the transaction is handled securely and accurately, protecting the interests of all parties involved.
GENERAL ESCROW INSTRUCTIONS Internet Escrow Services, Inc., a California corporation ("IES") is the direct provider of escrow services, and is licensed by the Department of Corporations, State of California, License Number 963 1867, the Arizona Department of Financial Institutions EA 0908016, and the Idaho Department of Finance, License Number ESC-1050. The following provisions shall be referred to as the "General Escrow Instructions." The parties hereto employ, authorize and instruct IES to act as Escrow Holder and Escrow Agent in connection with the Transaction under the terms and conditions on the Transaction Detail Screens, these General Escrow Instructions, Terms of Use and any supplemental Escrow Instructions as hereinafter defined and all collectively referred to as the "Transaction Escrow Instructions." Escrow.com and IES are hereinafter collectively referred to as "Escrow.com" and intermittently referred to as "we" or "us."
Once the Buyer and Seller (and Broker when applicable) have agreed to identical Transaction Detail Screens for a specific underlying Transaction, and both (and Broker when applicable) have agreed to these General Escrow Instructions by selecting the "Agree" button at the bottom of the Transaction Detail Screens, these instructions shall constitute a binding agreement between all parties. No blank spaces shall exist on the Transaction Detail Screens as of the time the Buyer and Seller (and Broker when applicable) select the "Agree" button. After Buyer and Seller (and Broker when applicable) both select the "Agree" button, the Transaction Detail Screens, General Escrow Instructions and Terms of Use constitute the Transaction Escrow Instructions to govern the Transaction between the Buyer and Seller (and Broker when applicable) (the "Transaction Escrow Instructions"). Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller, Escrow.com and Broker when applicable ) must execute (by digital signature or by a method mutually agreed upon by both parties) any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instruction(s)). Escrow.com reserves the right to reject any Supplemental Escrow Instructions and to terminate the Transaction as provided herein. In accordance with California Civil Code 1633.8, Escrow.com may accept instructions that are created, generated, sent, communicated, received or stored by electronic means and by attaching their Digital Identification. The parties to the Transaction hereby agree to conduct the Transaction electronically. The parties acknowledge that by entering into the Transaction Escrow Instructions, they are able to electronically receive the Transaction Escrow Instructions, download the Transaction Escrow Instructions and print the Transaction Escrow Instructions.
These General Escrow Instructions may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument. The parties may execute these General Escrow Instructions and forward an executed counterpart signature to the other party by electronic signature or fax and the party receiving such executed counterpart by electronic or faxed signature shall be authorized to attach it hereto as a legal and valid signature of such executing party, including electronic or fax signatures. However, if these General Escrow Instructions are executed in counterparts no signatory hereto shall be bound until all parties have duly executed a counterpart of these General Escrow Instructions. The parties hereto are authorized to treat an electronic or a faxed counterpart signature as a duplicate original signature for any and all purposes.
Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing Shares of Common Stock to be held by you under these Joint Escrow Instructions and any additions and substitutions to said Shares as specified in the Grant Notice and the Agreement. Recipient does hereby irrevocably constitute and appoint you as Recipient’s attorney-in-fact and agent for the term of the escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials. Subject to the provisions of this paragraph 3, Recipient shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you.
Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.
You will be obligated only for the performance of such duties as are specifically set forth in these Joint Escrow Instructions and may rely and will be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You will not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys will be conclusive evidence of such good faith.
You are expressly authorized to disregard any and all warnings given by any of the parties to these Joint Escrow Instructions or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you will not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
Your responsibilities as Escrow Agent under these Joint Escrow Instructions will terminate if you will cease to be Secretary of the Company or if you will resign by written notice to the Company. In the event of any such termination, the Secretary of the Company will automatically become the successor Escrow Agent unless the Company will appoint another successor Escrow Agent and Recipient hereby confirms the appointment of such successor as Recipient’s attorney-in-fact and agent to the full extent of your appointment.
If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect to these Joint Escrow Instructions, the necessary parties to these Joint Escrow Instructions will join in furnishing such instruments.
This instrument will be binding upon and inure to the benefit of the parties to these Joint Escrow Instructions, and their respective successors and permitted assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Grant Notice, the Agreement and these Joint Escrow Instructions in whole or in part.
These Joint Escrow Instructions will be governed by and interpreted and determined in accordance with the laws of the State of Delaware, as such laws are applied by Delaware courts to contracts made and to be performed entirely in Delaware by residents of that state.
By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Grant Notice or the Agreement.
The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions.
The Escrow Instructions attached hereto as Exhibit 2 are approved by this Court, and the Title Company shall comply with this Order and the Escrow Instructions no later than one (1) business day after receipt of the Escrow Instructions sent to the Title Company by counsel for Princeton via hand delivery. The hand delivered Escrow Instructions shall be signed by the hand of Judith W. Ross or Frances Smith, counsel for Princeton. The hand delivered Escrow Instructions shall be signed digitally on behalf of the Defendants. The hand delivered Escrow Instructions shall be substantially identical to the Escrow Instructions attached to this Order as Exhibit 2. The hand delivered Escrow Instructions shall include copies of this Order and the Reinstatement Order, entered in the chapter 11 cases, both physically attached to the hand delivered Escrow Instructions. If any of the requirements of this Paragraph 4 are not fully satisfied, then the Title Company is directed by this Court to disburse no funds from the Princeton Reserve; provided, however, that the Indemnity Security Escrow Release Instructions shall not be subject to this Paragraph 4. In the event that all requirements of this Paragraph 4 are fully satisfied, then immediately upon receipt of the hand delivered Escrow Instructions, the Title Company shall notify counsel for Princeton and the Defendants via email (at email addresses included in the Escrow Instructions) that the Title Company received the hand delivered Escrow Instructions in compliance with this Paragraph 4, and counsel for Princeton and Defendants shall then immediately provide the Title Company with their respective wire instructions via email in accordance with the Escrow Instructions.
Escrow instructions are detailed directions, usually in written form, which are provided to an escrow agent to outline the specific terms and conditions under which the escrow should be carried out. These instructions are essential in ensuring that all parties involved in a transaction adhere to agreed-upon terms before the final exchange of funds or assets takes place.
Escrow instructions should be utilized in situations where an impartial third party (known as an escrow agent) is needed to facilitate a transaction. This typically occurs when one or both parties seek additional security and assurance that the terms of a contract will be met before the finalization of a deal. Common scenarios include real estate transactions, mergers and acquisitions, or other contractual agreements that involve significant financial deals.
When drafting escrow instructions, clarity and specificity are crucial to ensure there is no ambiguity in the terms laid out. Follow these general guidelines:
Identify the Parties: Clearly outline the names and roles of all parties involved, including the buyer, seller, and escrow agent.
Define the Terms: Specify what is being escrowed (money, documents, etc.) and detail the conditions under which the escrow agent should release the escrowed items.
Detail Responsibilities: Outline each party’s responsibilities and any deadlines they must adhere to.
Include Contingencies: Describe any contingencies that may affect the transaction and how they should be handled.
Fees and Payment: Define any fees associated with the escrow process and which party is responsible for them.
Closure Terms: Provide instructions on how the escrow can be closed, amended, or cancelled.
Escrow Instructions for Real Estate Purchase:
Parties: John Doe (Buyer), Jane Smith (Seller), ABC Escrow Company (Escrow Agent).
Terms: The buyer shall deposit $10,000 in escrow pending completion of a structural inspection.
Responsibilities: The seller must provide necessary documents by June 30, 2023.
Contingencies: If the property fails inspection, the buyer may rescind the offer.
Fees: Escrow fees of $500 to be paid by the buyer.
Closure: Funds will be released to the seller upon successful transfer of property title.
Escrow instructions are commonly found in several types of contracts, including but not limited to:
These instructions serve to mediate complex transactions and provide a layer of protection, ensuring all parties meet their obligations in a fair and orderly manner.
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