This Escrow Agreement (the “Agreement”) is made and entered into as of by and among ACME Resources LLC, a TX LLC located at (the “Depositing Party”); , located at (the “Receiving Party”); and , located at (the “Escrow Agent”). The Depositing Party and the Receiving Party are referred to collectively as the “Parties.”
The Parties hereby appoint the Escrow Agent, and the Escrow Agent accepts the appointment, to act as escrow agent in accordance with this Agreement. The Escrow Agent is a neutral stakeholder and is not a party to any underlying agreement between the Parties.
Concurrently with the execution of this Agreement, the Depositing Party shall deliver to the Escrow Agent the sum of and/or the following property: (collectively, together with any interest or earnings thereon, the “Escrow Property”). The Escrow Agent shall hold the Escrow Property in a segregated escrow account and shall not commingle it with any other funds or property.
The Escrow Agent shall hold the Escrow Property until released in accordance with this Section. The Escrow Agent shall release the Escrow Property upon the satisfaction of the following conditions (the “Release Conditions”):
The Escrow Agent shall release the Escrow Property, in whole or in part, upon receipt of (a) joint written instructions signed by both Parties; or (b) a final, non-appealable order of a court of competent jurisdiction directing such release. Absent such instructions or order, the Escrow Agent shall continue to hold the Escrow Property.
The Escrow Agent shall be entitled to rely on any written instruction reasonably believed by it to be genuine and signed by an authorized representative of the applicable Party. If the Escrow Agent receives conflicting instructions, or if a dispute arises regarding the Escrow Property, the Escrow Agent may (a) continue to hold the Escrow Property until the dispute is resolved by joint written instructions or final court order; or (b) deposit the Escrow Property with a court of competent jurisdiction by interpleader, whereupon the Escrow Agent shall be discharged from all further obligations.
The Escrow Agent’s duties are purely ministerial and are limited to those expressly set forth in this Agreement. The Escrow Agent shall not be liable for any act or omission taken in good faith and without gross negligence or willful misconduct. The Parties, jointly and severally, shall indemnify and hold the Escrow Agent harmless from any losses, liabilities, and reasonable expenses (including attorneys’ fees) incurred in connection with its performance under this Agreement, except those resulting from the Escrow Agent’s gross negligence or willful misconduct.
The Escrow Agent shall be entitled to a fee for its services in the amount of , together with reimbursement of its reasonable out-of-pocket expenses. Unless the Parties agree otherwise in writing, such fees and expenses shall be borne equally by the Parties. The Escrow Agent may deduct any unpaid fees and expenses from the Escrow Property.
This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) the release of all Escrow Property in accordance with Section 3; or (b) . The Escrow Agent may resign upon thirty (30) days’ prior written notice to the Parties, who shall promptly appoint a successor escrow agent; pending such appointment, the Escrow Agent may deposit the Escrow Property with a court of competent jurisdiction.
This Agreement is governed by and construed under the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement constitutes the entire agreement among the Parties and the Escrow Agent regarding its subject matter, may be amended only in a writing signed by all of them, may be executed in counterparts, and may be signed by electronic signature.
Name:
Title:
Date:
Name:
Title:
Date:
Name: Michael Yuan
Title: General Manager
Date: