ESCROW AND INDEMNITY HOLDBACK SAMPLE TERMS
Indemnity Escrow Structure
- Amount: [$] or [X]% of Purchase Price, funded at Closing.
- Term: [12-24] months from Closing; survival tied to general reps.
- Claims Process: Buyer may make claims by written notice before expiry; disputed amounts remain in escrow until resolved.
- Disbursement: Undisputed balance released to Seller upon expiry; amounts subject to open claims released per final resolution.
- Control: Escrow Agent acts ministerially; follows joint instructions or final order; interpleader permitted if conflicting demands.
Governing Law and Forum (Tie-In)
- These terms should follow the governing law and forum provisions in the SPA/APA and any escrow agreement; for Alaska transactions, confirm Alaska law and state/federal courts in Alaska.
[// GUIDANCE: Keep escrow agreement consistent with the SPA/APA dispute and notice provisions; match definitions of Losses, Claim Notice, and survival periods.]
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