SUBSCRIPTION (Best Efforts) AGREEMENT
AGREEMENT made as of this ________day of_________________, 19__, by and
("___________") and___________________Bank as escrow agent (the "Escrow
NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the parties hereto agrees as follows:
1. Acceptance by Escrow Agent
The Escrow Agent hereby accepts the appointment as escrow agent hereunder and agrees to
act on the terms and conditions hereinafter set forth.
2. Investment of Escrow Fund
The Escrow Agent shall invest the Escrow Fund, upon the express written direction
of_______________________________, in one or more of the following investments:
3. Rights and Responsibilities of Escrow Agent
The acceptance by the Escrow Agent of its duties hereunder is subject to the following
terms and conditions, which the parties to this Agreement hereby shall govern and control
with respect to the Escrow Agent's rights, duties, liabilities and immunities.
(a) The Escrow Agent shall act hereunder as a depository only, and it shall not be
responsible or liable in any manner whatever for the sufficiency, correctness, genuineness
or validity of any document furnished to the Escrow agent or any asset deposited with it.
(b) The Escrow Agent shall be protected in acting upon written instructions
from_____________________if it, in good faith, believes such written instructions to be
genuine and what it purports to be. _________________shall from time to time file with the
Escrow Agent a certified copy of each resolution of its Board of Directors authorizing the
person or persons to give written instructions. Such resolution shall specify the class of
instructions that may be given by each person to the Escrow Agent, under this Agreement,
together with certified signatures of such persons authorized to sign. This shall
constitute conclusive evidence of the authority of the signatories designated therein to
act. It shall be considered in full force and effect with the Escrow Agent fully protected
in acting in reliance thereon unless and until it receives written notice to the contrary.
(c) The Escrow Agent shall not be liable for any error of judgment or for any action
taken or omitted by it in good faith, or for any mistake of fact or law, or for anything
which it may do or refrain from doing in connection herewith except its own gross
negligence or willful misconduct.
(d) ____________________and___________________agree to indemnify the Escrow Agent and
hold it harmless from and against any loss, liability, expenses (including reasonable
attorneys' fees and expenses), claim or demand arising out of or in connection with the
performance of its obligations in accordance with the provisions of this Escrow Agreement,
except for the gross negligence or willful misconduct of the Escrow Agent. These
indemnities shall survive the resignation of the Escrow Agent or the termination of this
(e) The Escrow Agent shall have no duties except those specifically set forth in this
Agreement. This Agreement represents the entire understanding of the parties hereto with
respect to the subject matter contained herein and supersedes any and all other and prior
agreements between them.
(f) The Escrow Agent shall have the right at any time it deems appropriate to seek an
adjudication in court of competent jurisdiction as to the respective rights of the parties
hereto and shall not be held liable by any party hereto for any delay or the consequences
of any delay occasioned by such resort to court.
(g) The fee of the Escrow Agent for its services hereunder shall be paid by
________________ in accordance with the standard schedule of charges in effect when
services are rendered. Such schedule will be furnished upon request.
During the term of this Agreement, the Escrow Agent shall provide ________________with
monthly statements containing the beginning balance in the escrow account as well as all
principal and income transactions for the statement period. ______________________shall be
responsible for reconciling such statements. The Escrow Agent shall be forever released
and discharged from all liability with respect to the accuracy of such statements, except
with respect to any such act or transaction as to which _______________________shall,
within 90 days after the furnishing of the statement, file written objections with the
The Escrow Agent shall distribute the Escrow Funds from time to time, in accordance with
the instructions contained in written statements provided to the Escrow Agent by
All income, including interest and dividends, earned on the Escrow Fund deposited
hereunder (hereinafter called the "Income") shall be added to and held in the
Escrow Account created hereunder.
7. Tax Identification Number
All interest accrued in the Escrow Fund shall be for the account of _________________ and
shall be reported under applicable federal regulations using the tax identification number
of ___________________________, which is #_____________________________.
8. Indemnification as to Taxes, Penalties and Interest
____________________ shall indemnify and hold harmless the Escrow Agent against and in
respect of any liability for taxes and for any penalties or interest in respect of taxes
attributable to the investment of funds held in escrow by Escrow Agent pursuant to this
This Agreement may not be amended or supplemented and no provision hereof may be modified
or waived, except by an instrument in writing, signed by all of the parties hereto.
The purpose of this Escrow Agreement and the terms hereof shall terminate on the earlier
of ____________________or _______________________. Upon the termination of this Agreement
and upon the delivery of all or any portion of the Escrow Funds by the Escrow Agent, in
accordance with the terms hereof, the Escrow Agent shall be relieved of any and all
further obligations hereunder.
The Escrow Agent may resign at any time by giving thirty (30) days written notice of such
resignation to _____________________________. If no successor Escrow Agent has been named
at the expiration of the thirty (30) day period, the Escrow Agent shall have no further
obligation hereunder except to hold the Escrow Funds as a depository. Upon notification by
__________________ of the appointment of the successor, the Escrow Agent shall promptly
deliver the Escrow Fund and all materials in its possession relating to the Escrow Fund to
such successor, and the duties of the resigning Escrow Agent shall thereupon in all
respects terminate, and it shall be released and discharged from all further obligations
hereunder. Similarly, the Escrow Agent may be discharged from its duties as Escrow Agent
under this Agreement upon thirty (30) days written notice from
____________________________and upon payment of any and all fees due to Escrow Agent. In
such event, the Escrow Agent shall be entitled to rely on instructions from
_____________________________as to the disposition and delivery of the Escrow Fund.
This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but such counterparts together shall constitute one and the same instrument. The
effective date of this Agreement shall be the date it is executed by the last party to do
All covenants and agreements contained in this Agreement by or on behalf of the parties
hereto shall bind and inure to the benefit of such parties and their respective heirs,
administrators, legal representatives, successors and assigns, as the case may be. The
headings in this Agreement are for convenience of reference only and shall neither be
considered as part of this Agreement, nor limit or otherwise affect the meaning hereof.
This Agreement shall be construed and enforced in accordance with the laws of
All instructions, notices and other communications hereunder must be in writing and shall
be deemed to have been duly given if delivered by hand or mailed by first class,
registered mail, return receipt requested, postage prepaid, and addressed as follows:
(a) If to ________________________________________________
(b) If to ________________________________________________
(c) If to the Escrow Agent:
IN WITNESS THEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
(NAME OF COMPANY)
as (ESCROW AGENT)