https://content.next.westlaw.com/practical-law/document/Ife739512611211e498db8b09b4f043e0/Holdback-Escrow-Agreement-Commercial-Real-Estate-Acquisition?viewType=FullText&transitionType=Default&contextData=(sc.Default) This Standard Document outlines a holdback escrow agreement involving a seller, purchaser, and escrow agent in the context of commercial real estate transactions. It details the terms under which an escrow agent holds and disburses a portion of the purchase price to fulfill post-closing obligations of the seller. Drafted to favor the purchaser, this document aims for reasonable fairness and includes standard provisions common to escrow agreements. It also offers integrated notes with explanatory drafting and negotiating tips. Key provisions include the establishment of an escrow account, completion of outstanding items by the seller, instructions for the escrow agent, and limitations on the agent's duties and liabilities. The document emphasizes the security role of escrow funds for the seller's obligations and outlines procedures for resolving disputes and handling the resignation or removal of the escrow agent. By providing a thorough and balanced framework, this Standard Document serves as a practical guide for parties involved in commercial real estate transactions.
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