Bulk Sale Escrow Agreement

How To Use

A bulk sales escrow agreement is often an important vehicle to effect such a transaction.

It is especially useful for the buyer to protect against potential seller creditor claims; sellers can use this approach to quiet the concerns of a buyer about undertaking the transaction to start with.

  • Make multiple copies. Give one to each related party.  Keep a copy in the related file.

Bulk Sale Escrow Agreement

Date: ____________________
To: ______________________

Under the terms and conditions of a contract between ____________________________, referred to as SELLER, and ____________________________, referred as BUYER, for the bulk sale of a certain business known as ____________________________, the parties herewith agree to the following escrow instructions:

A total of $___________ (________________________________________________________ & _____/100 dollars) will be deposited.

The Fund shall be invested from time to time in an interest bearing account with a national bank that is insured by the F.D.I.C.; provided, however, that in the event that the deposit at any time exceeds $100,000, the deposit shall be made with a bank with capital and surplus of at least $100,000,000.

If, prior to termination of the escrow, BUYER, notifies of any breach of warranty with respect to the indebtedness of Seller to its creditors under the terms and provisions of the bulk sale and such notice shall specify the amount which Buyer shall claim is due and owing to Buyer by virtue of such breach of claim of breach, you shall, within ten days from and after the receipt of such notice from Buyer, notify Seller in writing of such claim by sending written notice thereof by registered mail, return receipt requested, to Buyer at the following address: