Fill and Sign the Revised Escrow Agreement Georgia Attorney General Form

- 1 - ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into this ______ day of _______, 20_____, by and among ______________("Escrow Agent"), ______________, a ____________ business corporation ("Purchaser"), ______________, an ______________ business corporation ("Seller") and ______________, a ____________ banking corporation ("Bank"). Except as otherwise defined or indicated herein, capitalized terms used herein are defined as set forth in that certain Asset Purchase Agreement between Seller and Purchaser even dated herewith (the "Agreement") and the Loan Agreement ("Loan Agreement") even dated herewith by and among Purchaser, ______________ ("______________"), ______________ ("______________") and Bank. WHEREAS, Purchaser has agreed to purchase from Seller the Purchased Assets as identified in the Agreement, and Bank has agreed to make a loan to Purchaser in connection therewith, pursuant to the terms of the Loan Agreement and the Loan Documents identified therein; and WHEREAS, certain conditions need to be satisfied by Seller prior to the release and transfer to Seller of the funds for payment of the Purchased Assets and prior to the release of funds from the Bank to Purchaser in connection therewith, thereby necessitating this Escrow Agreement; and WHEREAS, Seller, Purchaser, Bank and Escrow Agent have agreed that the Escrow Agent shall receive, hold, and distribute or disburse the funds to be escrowed pursuant to the provisions of this Escrow Agreement (the "Funds") and that the provisions of this Escrow Agreement shall supersede any inconsistent provisions of the Agreement regarding the payment of the Funds; and
2. Except as otherwise provided, each of the parties herein (“purchaser and seller") by virtue of the agreement shall transfer, by a definitive written deed executed by both parties, to escrow agent ” the entire properties (excluding the real estate that contains the warehouse or warehouse property where goods are stored), including all real property belonging to the seller (including all land, interest in land, and improvements thereon), all personalty belonging to purchasers and other transferees and all interest of purchasers and other transferees in or to the properties, all title to the properties and all lien or security interests in, and all money belonging to escrow agent in the properties and in the real estate thereon; provided that nothing herein affects the right of escrow agent to receive and to hold funds deposited or paid to escrow agent by purchaser and/or seller for the purchase of any of the properties. 3. Purchaser shall execute a further instrument in form satisfactory to both purchaser and seller, prior to executing the deed to escrow agent, to irrevocably assign all claims and all debts, liens, and interests with respect to the properties from the seller to escrow agent as executor of the sellers will to executors in equity to the purchases, subject to the terms of the deed of sale to escrow agent; and 4. Unless otherwise agreed by escrow agent and purchaser pursuant to the deed of sale to escrow agent and the agreement of purchaser, purchaser shall execute such further instrument as shall be necessary to bind purchaser and seller to such deed of sale to escrow agent. 5. Each of seller and purchaser by virtue of the agreement shall enter into a conditional sale agreement, hereinafter referred to as a conditional sale agreement (the “conditional sale agreement") to purchase the properties pursuant to the conditional sale agreement, not later than ninety (90) days after the sale hereunder is announced to the public by advertising in any newspaper or publication of general circulation, the conditional sale agreement. Where any conditional sale agreement is executed by seller and purchaser in connection with a sale hereunder, seller's and purchaser's respective obligations, including, without limitation, their respective obligations to escrow agent, shall be subject to and conditioned as provided in the conditional sale agreement and not inconsistent therewith. 6. Unless the conditional sale agreement is executed pursuant to a provision of the agreements heretofore written, there shall remain to.