ESCROW AGREEMENT

 

TRIPARTITE ESCROW AGREEMENT

 

 

This Agreement is made on the ____________ day of _______2014 at ___________ amongst M/s. _______________ LIMITED, incorporated under the Companies Act’ 1956 ( No. 1 of 1956 ), vide Corporate Identity Number : ________________________, having it’s registered Office at ________________________________________, West Bengal, ( hereinafter referred to as “the Company” which expression shall include its successors or assigns or authorized representative ) of the FIRST PART,  AND  M/s.________________{ enlisted service providers such as Hospitals, Diagnostics Centers, Schools, Colleges, Beauty Parlors, Rental Cab Companies etc. } Company Constituted under the Companies Act 1956 having its Registered Office at _____________________ / ___________ (hereinafter referred to “the Vendor / Business Associates” which expression shall include its successors or assigns or authorized representatives) of the SECOND PART, AND INDUSIND BANK, a Bank / body corporate constituted under the___________, having its Head Office at __________ and several branches throughout the country and abroad including branch at _________________________, (hereinafter referred to as the “Escrow Agent” which term shall include its successors or assigns or authorized representatives ) of the THIRD PART.

 

AND WHEREAS the Vendor / Business Associates has taken/proposes to take various projects and services for the member of the Company { described herein in details about the nature of projects and services } for Purchase of Medicine, Insurance, etc. for different projects / schemes from the Company as specified in Schedule-I & II respectively. And Whereas the Company has sanctioned the above facility to the Vendor / Business Associates on the terms and conditions contained in the respective sanction letters and the Vendor / Business Associates has accepted the said terms and conditions of the respective sanction letters. And Whereas the Vendor / Business Associates has also executed respective Memorandum of Agreement and other documents in respect of the facilities mentioned above in Schedule-I.

 

AND WHEREAS the Vendor / Business Associates has agreed for establishing Escrow mechanism for availing financial assistance on Current Account No._______ of Bank Code No. _______ (hereinafter referred to as an “Escrow Account”) maintained with Escrow Agent for revenue collection and to pay to the Company the amount due but not paid by the Vendor / Business Associates immediately on receipt of notice of demand for payment from the Company.

 

AND WHEREAS the Vendor / Business Associates has irrevocably and unconditionally authorized Escrow Agent to collect and receive all its receivables which include all monies including but not limiting to revenue accruing to the Vendor / Business Associates by sale of Services, Scheme, products or otherwise collected and deposited in the Escrow Account to be maintained with Escrow Agent.

 

AND WHEREAS the Vendor / Business Associates declares and undertakes that any cash receipt towards payment of any receivables of the Vendor / Business associates shall be deposited in the Escrow Account with Escrow Agent in entirety within reasonable time before utilising the same for any other purpose.

 

AND WHEREAS the Vendor / Business Associates also declares and undertakes that it shall not collect credit or make any adjustment against receivables directly or through any other person except as provided under agreement and shall ensure that no other person is being authorized to utilize or appropriate any part of the receivables.

 

AND WHEREAS the INDUSIND Bank has agreed to act as the Escrow Agent in respect of the amount deposited in the said escrow account and in the event of receipt of notice of demand from the Company apply the proceeds in the escrow account for payment of the dues to the Company from the Vendor / Business Associates in the manner provided in the agreement.

 

NOW THIS AGREEMENT WITNESSETH AS UNDER : 

 

1. Each of the Company and the Vendor / Business Associates hereby appoint the INDUSIND Bank as the Escrow Agent and the Escrow Agent hereby accepts the appointment as the Escrow Agent of the Company and the Vendor / Business Associates on the terms and conditions contained herein.

 

2. The Vendor / Business Associates hereby acknowledges and undertakes to ensure the deposit of its receivables of not less than Rs -----Lakhs (Rupees ________Lakhs) per month aggregating to Rs ------ Lakhs per quarter from the collection centres namely________________/ all its revenues from various collection centres inclusive of capital receipts, proceeds from investments, and any other source in Escrow Account No. _______ maintained with Escrow Agent.

 

3. The Vendor / Business Associates further acknowledges and undertakes not to open or establish any other account for the purpose of collection of such revenues/realisations as mentioned in clause 2 above. In the event, the Vendor / Business Associates intends to open any other account or establish any other mode for the purpose of collection of such revenues/realisations as mentioned in clause 2 above, the Vendor / Business Associates shall obtain prior written consent of the Company.

 

4. That the Company shall without prejudice to other rights and remedies be entitled to recall the Amount / services valued covered under the Memorandum of Agreement at any time, if the Vendor / Business Associates fails to fulfill its obligation under the said agreement and/or in the event of its committing breach of any of the terms thereof.

 

5. The Vendor / Business Associates irrevocably and unconditionally authorizes the Escrow Agent to make payments to the Company from the Escrow Account to discharge the outstanding dues of the Vendor / Business Associates.

 

6. If at any time, for any reason whatsoever, the Vendor / Business Associates defaults in making payment to the Company, notice of demand will be served on the Escrow Agent by the Company to remit the amount to the Company from the said designated Escrow Account. Such notice of demand shall be conclusive evidence of the Vendor / Business Associates having defaulted to the repayment of the outstanding amount and or services valued of the Vendor / Business Associates owed to the Company.

 

7. That on receipt of the notice of demand from the Company the Escrow Agent shall immediately effect the payment demanded by the Company in full, superceding all other payments under the obligation of the Vendor / Business Associates and also any other instructions of the Vendor / Business Associastes and notwithstanding any reason whatsoever.

 

8. Should for any reason, the balance in the Escrow Account is insufficient to meet fully the payment demanded by the Company in their notice, the Escrow Agent may debit and make remittance to the Company to the extent available there in and when further credits are affected/received in the Escrow Account, the Escrow Agent shall continue to make remittance to the Company till the full amount as per notice of demand by the Company is paid.

 

9. The Vendor / Business Associates and the Escrow Agent confirm that the Vendor / Business Associates has given an irrevocable and unconditional authorization under this agreement in favour of the Escrow Agent extending inter-alia, the mandate to discharge the commitments under the agreement from time to time and the Vendor / Business Associates and the Escrow Agent shall not revoke the mandate without the prior written approval and consent of the Company.

 

10. The Escrow Agent shall not have any lien or right to set off or be entitled to assert a general claim on the monies in the Escrow Account to the extent of demand raised by Company.

 

11. The parties shall be governed and construed in accordance with the Indian Laws and the parties hereby irrevocably submit to the exclusive jurisdiction of the court at Kolkata to entertain and decide any dispute relating to or arising of this agreement.

 

12. The Vendor / Business Associates shall indemnify the Escrow Agent against any financial liability while discharging its duty being an Escrow Agent. The Escrow Agent shall raise all Bills towards the charges, fees, commissions and expenses on the Vendor / Business Associates, which the Vendor / Business Associates shall promptly settle the said bills separately without raising any debt with the Escrow Account and the Company, shall not be responsible for any delay/non payment of the said bills.

 

13. The Escrow Agent shall furnish the monthly bank statement of the above Escrow Account by the first week of the succeeding month to the Company or as and when called for by the Company.

 

14. Names and specimen signatures of the CCompany’s officials authorized to issue notice duly attested are annexed. Any change in the said authorization will be advised to Escrow Agent at the appropriate time.

 

15. Except as otherwise expressly provided elsewhere in this agreement, all notices and/or communications, which are required, and remitted to be in writing and shall be sufficient if delivery by Registered/Speed Post/Facsimile/Courier/Telegram E-mail or electronic communication shall be addressed on the addresses given hereunder.

 

16. This Tripartite Escrow Agreement will supersede the earlier Tripartite Escrow Agreement(s). if any.

 

IN WITNESS whereof the parties hereto have executed these presents the day, month and year first herein above written.

 

Signed and Delivered On behalf of __________________________Limited. By _______________________ (Authorised Signatory) Address: _______________________________.

 

 

Signed and Delivered On behalf of _______________________________________ (Name of Vendor / Business Associates ) By _______________________ (Authorized Signatory) Address:

 

 

Signed and Delivered On behalf of ________________________________________ (Name of Bank) By _______________________ (Authorized Signatory) Address:

Witnesses :

Name of VENDOR / BUSINESS ASSOCIATES___________________________________________________

SCHEDULE- I

 

S.No.	Name of the Project / Scheme / Facility	Date of execution of M O A	Amount (Rs. in Lakhs )