A Bulk Sales Escrow Agreement is an agreement whereby unsecured creditors force a
business to give a portion of the sale proceeds from an asset sale to an escrow agent.
The escrow agent holds the portion of the proceeds typically in an interest bearing
account until the sale is final and then gives the funds to creditors. This document in its
draft form contains numerous of the standard clauses commonly used in these types of
agreements, and additional language may be added by the user for customization to
ensure the specific terms of the parties’ agreement are addressed. This form should be
used by small businesses or creditors that want to collect the proceeds of an asset sale.
BULK SALES ESCROW AGREEMENT
THIS BULK SALES ESCROW AGREEMENT (the “Agreement”), made this ____
day of ______________, 2_____, (the “Effective Date”), by and between ________________
(the “Vendor”) and ________________ (the “Purchaser”), collectively referred to herein as the
“Parties”.
WHEREAS pursuant to an asset purchase agreement (the “Asset Purchase Agreement”)
between the Parties dated the ____ day of __________, 2_______, a copy of which is annexed
hereto as Schedule “A”, the Vendor agreed to purchase from the Purchaser and the Purchaser
agreed to sell to the Vendor certain assets of the Vendor.
AND WHEREAS pursuant to the terms and conditions of the Asset Purchase Agreement,
the Vendor and the Purchaser agreed that a certain amount of funds from the asset purchase
transaction shall be held in escrow pending the Vendor’s compliance with all of the requirements
and conditions of the Bulk Sales Laws of the Province/State of ________________.
NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the Vendor and the Purchaser hereto covenant and
agree as follows:
1. The sum of ______________ ($__________) (the “Escrow Amount”) Dollars from the
purchase and sale of assets shall be deposited to an interest bearing account.
2. The Escrow Amount shall be held in such interest bearing account until such time the
Vendor has provided satisfactory evidence to the Purchaser and its attorneys of the following:
(i) that the Vendor has complied with all of the requirements and conditions of the
Bulk Sales Laws of the Province/State of ______________________ and shall
have provided to the Purchaser or its attorneys a full and complete list of all of the
creditors of the Purchaser together with all amounts due and owing to such
creditors;
(ii) that any and all amounts due and owing to the creditors of the Vendor have been
paid in full and until such time that the Vendor or its attorneys has provided to the
Purchaser or its attorneys a release of all of the creditors of the Vendor, which
release shall contain a release of any claims against the assets of the Vendor being
purchased by the Purchaser.
3. Upon the delivery of the requirements contained in paragraph 2 above, the Escrow
Amount shall be returned to the Purchaser upon the completion of the asset purchase transaction
and the delivery by the Vendor to the Purchaser a bill of sale to the assets being purchased by the
Purchaser.
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4. All of the terms and conditions contained herein shall be binding upon the Vendor and
the Purchaser and their respect heirs, executors, successors and assigns and hereby binds the
Vendor and the Purchaser to the Escrow Amount, as fixed and settled damages to be paid by the
failing party to this Agreement.
IN WITNESS WHEREOF the Vendor and the Purchaser hereto have duly executed this
Agreement as of the day and year first written above.
(VENDOR)
Per:
Name:
Title:
I have authority to bind the Company.
(PURCHASER)
Per:
Name:
Title: