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1. Parties: Identification and details of the Buyer, Seller, and Escrow Agent, including full legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the subject matter, and purpose of the escrow arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Price and Payment Terms: Specification of the purchase price, payment schedule, and currency
5. Escrow Arrangement: Details of the escrow account, deposit requirements, and release conditions
6. Escrow Agent's Duties and Responsibilities: Detailed outline of the escrow agent's obligations, including handling of funds and documents
7. Conditions for Release of Escrow: Specific conditions that must be met for the release of funds or documents from escrow
8. Representations and Warranties: Statements of fact and guarantees made by each party
9. Closing Process: Step-by-step procedure for completing the transaction
10. Fees and Expenses: Allocation of costs, including escrow agent fees and transaction expenses
11. Term and Termination: Duration of the agreement and circumstances for early termination
12. Notices: Communication procedures and contact details for official notices
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Anti-Money Laundering Compliance: Required when dealing with significant sums or international transactions, outlining AML procedures and requirements
2. Tax Provisions: Needed when specific tax implications need to be addressed or tax-related responsibilities allocated
3. Force Majeure: Optional clause for dealing with unforeseen circumstances that might affect the transaction
4. Confidentiality: Required when sensitive information is involved in the transaction
5. Intellectual Property Rights: Needed when the purchase involves IP assets
6. Environmental Matters: Required for transactions involving real estate or businesses with environmental implications
7. Employee Matters: Needed when the purchase involves transfer of employees or employment-related obligations
1. Schedule 1 - Description of Purchase Object: Detailed description of the assets, property, or rights being purchased
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Schedule 3 - Closing Checklist: List of all documents and actions required for closing
4. Schedule 4 - Form of Release Notice: Template for the notice to release funds from escrow
5. Schedule 5 - Due Diligence Documents: List of required due diligence documents and their status
6. Appendix A - Escrow Account Details: Banking information and specific requirements for the escrow account
7. Appendix B - Required Authorizations: List of required governmental or third-party authorizations
8. Appendix C - Form of Transfer Documents: Ƶ for any required transfer documentation
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