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470 like this


March 19 at 9:55pm

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Escrow Agreement
.....
____________ Dated
Between:

(1) Bank ......., a joint stock company


incorporated under the laws of Egypt,
with a commercial registry No............
dated ......... and having its registered
office at ......... represented
by .......................... in his/her capacity as
..................................... (the First
Seller);
(2) ........................ Company S.A.E a joint
stock company incorporated under the
Laws of Egypt, with a commercial registry
No............ dated ................ having its
registered office at ...... Industrial Zone,
6th October City, Giza, represented
by ............... in his/her capacity
as ..................... (the Second Seller);
Collectively referred to as the Sellers
(3) ........................., a joint stock
company (under incorporation)
incorporated under the laws of Egypt,
with a commercial registered
number ............ and having its registered
office at ........................... represented
by ................. in his/her capacity
as ..................... (the Buyer); and
(4) .....................
of ....................................... (the Escrow
Agent).
Recitals:
A) The Sellers and the Buyer have today

entered into an Transfer of Assets


Agreement pursuant to which the Buyer
has agreed to acquire the Plot and the
Factory from the First Seller and all other
tangible and intangible assets relating to
the funds de commerce assets of the
Second Seller located at 125 3rd
Industrial Zone, 6th October City, Giza
(the Transfer of Assets Agreement).
B) The Transfer of Assets Agreement
provides inter alia that the Purchase Price
is to be paid by the Buyer to the Seller
into an escrow account to ensure the due
performance of certain obligations of the
Sellers under the Transfer of Assets
Agreement.
C) This agreement sets out the terms
upon which such escrow is to be operated.
It is hereby agreed as follows:
1- Definitions and interpretation:
In this agreement, unless otherwise
stated or the context otherwise requires,
words and expressions shall be given the
same meaning and be interpreted in the
same manner as in the Transfer of Assets
Agreement attached hereto under Annex
2 and the following terms shall have the
following respective meanings ascribed to
them:
Escrow Account means the interest
bearing bank account to be maintained by

the Escrow Agent and used solely for the


purposes of holding the Retention Fund,
as follows:
Account number: (____________)
Swift code: (______________)
Escrow Release Documents means original
documentation of all documents
exhaustively detailed under Annex 1
herein.
Interest means all bank interest accrued
on the Purchase Price to be paid by the
Escrow Agent to the Buyer upon release
of the Purchase Price to the Sellers.
Purchase Price means the sum of money
equivalent to USD (_____) to be remitted
by the Buyer into the Escrow Account as
per the terms of this Agreement.
Release Date means (24) hours as of the
date of submission by the Sellers of all
Release Documents to the Escrow Agent
which are detailed exhaustively under
Annex 1 herein.
Retention Fund means the monies from
time to time held in the Escrow Account
subject to the terms of this agreement.
Transfer of Assets Agreement means the
Agreement dated (_) executed by and
between the Sellers and the Buyer.
2- Appointment of the Escrow Agent:

The Buyer and the Sellers jointly appoint


the Escrow Agent to perform the duties
set out herein and the Escrow Agent
accepts such appointment.
Within (_) days as of the execution of this
Escrow Agreement by all Parties, the
Buyer shall remit the Purchase Price
amounting to USD (_) to the Escrow
Account in the name of the Escrow Agent.
3- Operation of Escrow:
3.1 Interest:
Interest on the Retention Fund shall
accrue at the market rate from time to
time applicable to a [90] date deposit of
funds of an equivalent amount (or such
other period as is stated in duly signed
joint instructions of the Sellers and the
Buyer) on the amount of such Retention
Fund standing to the credit of the Escrow
Account from time to time.
3.2 Release of the Purchase Price on
Release Date:
The Purchase Price shall be released by
the Escrow Agent to the Sellers upon:
a) submission of all original Escrow
Release Documents by the Sellers to the
Escrow Agent; or
b) the written instructions of the Buyer by
a written notice confirming the release of
the Purchase Price to the Sellers.
3.3 Payment of interest:
Interest on the Purchase Price standing
from time to time to the credit of the

Retention Fund shall be payable by the


Escrow Agent to the Buyer upon final
release of the Purchase Price to the
Sellers out of the Escrow Account.
4- Escrow Agent's fees:
The expenses and fees of the Escrow
Agent amounting to (_______) under this
Agreement shall be borne by the parties
as to one half by the Buyer and as to one
half by the Sellers.
5- Liability of the Escrow Agent:
5.1 Escrow Agents rights in the event of a
dispute:
If a dispute arises between two or more of
the parties to this agreement concerning
the payment or non-payment of any sum
out of the Retention Fund, or as to any
other matter arising out of or relating to
the Retention Fund or the operation of
this agreement, the Escrow Agent shall
not be required to determine the matter
in dispute and need not make any
distribution of the Retention Fund or issue
any instructions in respect thereof but
may retain the same and shall not be
obliged to take any action hereunder until
the parties have resolved the dispute or
the rights of the parties to the dispute
have been judicially determined.
6- Notifications:
6.1 Method of service:

All notices, requests, demands, claims,


and other communications hereunder will
be in writing. Any notice, request,
demand, claim, or other communication
hereunder shall be deemed duly given if
(and then two business days after) it is
sent by (i) registered or certified mail,
return receipt requested, postage
prepaid; (ii) delivery via an internationally
recognized delivery service; or (iii)
facsimile with confirmation and addressed
to the intended recipient as set forth
below:
The First Seller:
[ at its addresses set out
above in this agreement]
The Second Seller:
[ at its addresses set out
above in this agreement]
The Buyer:
[ at its addresses set out
above in this agreement]
The Escrow Agent:
[ at its addresses set out
above in this agreement]
Any Party may change the address to
which notices, requests, demands, claims,
and other communications hereunder are
to be delivered by giving the other Parties
notice in the manner herein set forth.
7- Termination:
7.1 If the Sellers do not deliver all Escrow
Release Documents on or before 30 June

2008, this Agreement shall terminate


without the need to undertake any further
legal action or notification and in such
case the provisions of Clause 6.3 shall
apply.
7.2 If this Agreement is terminated
pursuant to Clause (7.1) above, none of
the Parties shall have any liability of
whatsoever form to the other Parties
provided that the Sellers reimburse the
Buyer in full for all cost inured by Buyer in
connection with the transactions
contemplated by this Agreement.
8- Governing Law and Jurisdiction:
8.1 Governing law:
This agreement shall be governed in all
respects by the Egyptian Law.
8.2 Jurisdiction:
All disputes arising out of or in connection
with this Agreement shall be finally
settled by arbitration in accordance with
the Rules of International Chamber of
Commerce. The seat and place of
arbitration shall be in London and the
language of arbitration shall be English.
The number of arbitrators shall be three,
to be appointed in accordance with the
said Rules.
In witness hereof, the parties have
entered into this agreement on the date
first written above.

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