Schedule – Escrow Retention from Purchase Price

Escrow Retention Schedule (Warranty or Indemnity Claims)

CO.AS.31

This Escrow Retention Schedule outlines the escrow arrangement in place in which an agreed sum is held to cover potential warranty, indemnity, or other claims under a share sale agreement.

This schedule is a direct replacement for the schedule in the relevant share sale agreement which deals with the purchase price. It makes provision for an escrow account to be set up at completion and for an agreed sum to be placed into the account. Deductions are then able to be made from this account in accordance with the terms of the schedule.

The amount to be held in escrow pending any claims will usually depend on the size of the transaction and the relative bargaining power of the parties. Sellers will want to receive as much of the consideration as possible at completion, buyers on the other hand are likely to want the escrow pot to be as large as possible and to be held for as long as possible to ensure that if there is a claim by the buyer, there is money readily available to compensate the buyer for any loss suffered.

This Escrow Retention Schedule is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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