TEMPLATE FORM — NOT FOR ISSUANCE UNTIL ALL PLACEHOLDER FIELDS HAVE BEEN COMPLETED
[Insert Escrow Agent full legal name]
[Insert Escrow Agent logo]
[Insert Escrow Agent address — Street] [Insert Escrow Agent address — City, State, ZIP Code]
Telephone: [Insert Escrow Agent telephone number] Facsimile: [Insert Escrow Agent facsimile number]
[Insert date of confirmation]
Re: Escrow Deposit Confirmation — Tranche 1
Escrow Agreement dated [Insert date of Escrow Agreement] Case Reference: [Insert case caption and case number, if applicable] Escrow Account Reference No.: [Insert escrow account number]
VIA ELECTRONIC MAIL AND U.S. MAIL
[Insert name of Responsible Partner], [Insert title] [Insert law firm name] [Insert law firm address — Street] [Insert law firm address — City, State, ZIP Code]
Counsel for [Insert Depositor short name]
[Insert name of Receiving Party's counsel or authorized representative], [Insert title] [Insert law firm or entity name] [Insert address — Street] [Insert address — City, State, ZIP Code]
Counsel for [Insert Receiving Party short name]
cc: (see distribution list below)
Dear [Insert names of addressees]:
I. Introduction and Identification of Escrow Agreement
This letter (this "Confirmation") is issued by [Insert Escrow Agent full legal name] (the "Escrow Agent") in its capacity as escrow agent under that certain [Insert full title of Escrow Agreement] dated [Insert date] (the "Escrow Agreement"), by and among the following parties:
(a) [Insert Depositor full legal name] (the "Depositor");
(b) [Insert Receiving Party full legal name] (the "Beneficiary" or "Receiving Party"); and
(c) [Insert Escrow Agent full legal name] (the "Escrow Agent").
Capitalized terms used but not otherwise defined in this Confirmation shall have the meanings ascribed to such terms in the Escrow Agreement. This Confirmation is issued pursuant to and in accordance with the Escrow Agent's obligations under Section [Insert section reference] of the Escrow Agreement. The Escrow Agreement was entered into by the parties in connection with, and pursuant to, the [Insert title of Settlement Agreement] dated [Insert date] (the "Settlement Agreement"), to the extent applicable. In the event of any conflict or inconsistency between this Confirmation and the Escrow Agreement, the terms of the Escrow Agreement shall govern and control in all respects.
II. Confirmation of Receipt of Deposit
A. Wire Transfer Details
The Escrow Agent hereby confirms that it has received, by wire transfer of immediately available funds into the designated escrow account, a deposit with the following particulars:
The Escrow Agent confirms that the above-referenced funds have been credited to the designated escrow account identified above and are being held in accordance with the terms and conditions of the Escrow Agreement. The foregoing wire transfer details are provided based upon the information reflected in the Escrow Agent's records and the wire transfer advice received from the depository financial institution as of the date of this Confirmation.
B. Identification as Tranche 1 Payment
The Escrow Agent further confirms that the deposited funds described above constitute the "Tranche 1 Payment" as that term is defined in Section [Insert section reference] of the Escrow Agreement and, to the extent applicable, Section [Insert section reference] of the Settlement Agreement.
The total amount of the Tranche 1 Payment required to be deposited pursuant to the Escrow Agreement is $[Insert required Tranche 1 amount] ([Insert required Tranche 1 amount in words] Dollars).
The Escrow Agent confirms that the amount deposited [equals / does not equal] the full Tranche 1 amount required under the Escrow Agreement.
Drafting Instruction: Delete the inapplicable option above. If the amount deposited does not equal the full required Tranche 1 amount, include the following additional sentence: "The shortfall in the amount of $[Insert shortfall amount] remains outstanding and the Escrow Agent reserves all rights and obligations with respect thereto as set forth in the Escrow Agreement." If the amount deposited equals the full required Tranche 1 amount, no additional language is necessary.
III. Status of Escrow Funds and Release Provisions
The Tranche 1 Payment is being held in escrow in the designated escrow account in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent shall continue to hold such funds in escrow and shall not release, disburse, or otherwise transfer any portion of the Tranche 1 Payment except in strict accordance with the provisions of the Escrow Agreement.
Pursuant to Section [Insert section reference] of the Escrow Agreement, the Tranche 1 Payment is to be released to the Beneficiary within [Insert number] business days of deposit into the escrow account, subject to the satisfaction of all applicable conditions precedent set forth therein. Based on the date of deposit confirmed herein, the expected release date for the Tranche 1 Payment is [Insert expected release date].
Release of the escrowed funds shall be subject to the conditions set forth in the Escrow Agreement, including without limitation: [Insert any conditions precedent to release, if applicable, e.g., receipt of joint written instructions from both the Depositor and the Beneficiary (or their respective counsel), absence of written objection by either party within the specified notice period, execution and delivery of all required release documentation, and satisfaction of any other conditions precedent specified in the Escrow Agreement].
Drafting Instruction: The conditions precedent to release should be described with specificity as set forth in the applicable provisions of the Escrow Agreement. If the Escrow Agreement provides for automatic release absent a written objection within a specified period, the release mechanism should be described accordingly. If the Escrow Agreement requires affirmative joint written instructions, that requirement should be stated. Consult Sections [Insert applicable sections] of the Escrow Agreement to ensure accuracy.
The Escrow Agent shall provide written notice to all parties to the Escrow Agreement promptly upon release or disbursement of the escrowed funds, in accordance with the notice provisions set forth in Section [Insert notice section reference] of the Escrow Agreement.
IV. Escrow Agent Representations and Disclaimers
The Escrow Agent hereby confirms the following as of the date of this Confirmation:
(a) Segregation and Account Type. The Tranche 1 Payment is held in a segregated account maintained by the Escrow Agent at [Insert name of depository financial institution], which account is [Select: interest-bearing / non-interest-bearing].
[If interest-bearing:] Interest on the escrowed funds accrues for the benefit of [Insert party entitled to interest per the Escrow Agreement], and such interest shall be credited, disbursed, and reported in accordance with Section [Insert section reference] of the Escrow Agreement. All interest earned on the escrowed funds shall be treated as income of [Insert party entitled to interest] for federal, state, and local income tax purposes, as set forth in the Escrow Agreement.
[If non-interest-bearing:] No interest shall accrue on the escrowed funds, in accordance with Section [Insert section reference] of the Escrow Agreement.
Drafting Instruction: Select the applicable option above and delete the inapplicable option. If interest-bearing, complete the identification of the party entitled to interest as specified in the Escrow Agreement.
(b) Absence of Dispute or Contrary Instruction. As of the date hereof, the Escrow Agent has not received any notice of dispute, stop instruction, interpleader demand, court order, or contrary instruction from any party to the Escrow Agreement or from any third party with respect to the escrowed funds or any portion thereof.
(c) Limitation of Duties. The Escrow Agent's duties, obligations, and responsibilities are limited exclusively to those expressly set forth in the Escrow Agreement. The Escrow Agent has no implied duties or obligations and shall not be required to take any action not expressly provided for in the Escrow Agreement. The Escrow Agent shall not be liable for any action taken or omitted in good faith and in accordance with the Escrow Agreement, except to the extent arising from its own gross negligence, willful misconduct, or bad faith.
(d) No Amendment or Modification. This Confirmation is provided solely for informational and record-keeping purposes and does not constitute, and shall not be construed as, an amendment, modification, supplement, or waiver of any term or condition of the Escrow Agreement. In the event of any conflict between this Confirmation and the Escrow Agreement, the Escrow Agreement shall prevail.
(e) No Legal Advice. This Confirmation does not constitute legal, tax, financial, or investment advice to any party. The Escrow Agent makes no representations or warranties regarding the legal sufficiency of the deposit, the underlying transaction, or the rights of any party under the Escrow Agreement, the Settlement Agreement, or otherwise.
V. Request for Countersignature
Counsel for the Depositor is hereby requested to countersign this Confirmation in the space provided below to acknowledge receipt of this Confirmation and to confirm the accuracy of the deposit details set forth herein. The executed original of this Confirmation should be returned to the Escrow Agent at the address set forth above, with a copy to counsel for the Beneficiary. Failure to return a countersigned copy within [Insert number] business days of receipt shall not affect the validity of this Confirmation or the Escrow Agent's obligations under the Escrow Agreement, but prompt return is requested for the orderly maintenance of the escrow file.
SIGNATURE PAGES
ESCROW AGENT:
[Insert Escrow Agent full legal name]
By: ________
Name: [Insert name of authorized signatory]
Title: [Insert title of authorized signatory]
Date: ________
ACKNOWLEDGED AND CONFIRMED:
Signing on behalf of [Insert Depositor full legal name]
[Insert law firm name]
By: ________
Name: [Insert name]
Title: [Insert title]
Date: ________
Enclosures
Enclosures (if applicable):
1. Copy of wire transfer advice
2. Account statement reflecting receipt of funds into the escrow account
3. [Insert any additional enclosures]
Drafting Instruction: Attach copies of all relevant wire transfer documentation and account statements confirming receipt and credit of the Tranche 1 Payment. Additional enclosures may include copies of the relevant sections of the Escrow Agreement, if not previously provided to all addressees.
Distribution
cc:
[Insert name and title] — [Insert affiliation] (Depositor in-house counsel)
[Insert name and title] — [Insert affiliation] (Beneficiary in-house counsel)
[Insert name and title] — [Insert affiliation] (Beneficiary outside counsel)
[Insert additional distribution as required]
FORMATTING AND USAGE NOTES For Use by Document Drafter Only — Not Part of the Confirmation Letter
1. Template Status. This document is a template form to be maintained in the closing set and completed at the time the Tranche 1 wire transfer is confirmed as received by the escrow agent. It is not to be issued in template form.
2. Completion of Fields. All bracketed placeholder fields (indicated by "[Insert ...]" or "[Select ...]") must be completed with the applicable information before this Confirmation is finalized and issued. No bracketed placeholders should remain in the issued version of this letter.
3. Issuance and Countersignature. This Confirmation is to be issued by the escrow agent on its letterhead and countersigned by depositor's outside counsel, as specified in the escrow agreement. The escrow agent should retain the fully executed original in its files.
4. Consistency of Defined Terms. Ensure that all defined terms used in this Confirmation are consistent with the defined terms in the underlying Escrow Agreement and Settlement Agreement. In particular, verify the defined terms for "Tranche 1 Payment," "Depositor," "Beneficiary," "Receiving Party," and "Escrow Agent," and confirm that the section references correspond to the correct provisions of the Escrow Agreement and Settlement Agreement.
5. Letterhead. This letter should be printed on the escrow agent's official letterhead. If issued electronically, ensure that the escrow agent's letterhead appears in the electronic version.
6. File Retention. Retain the executed original of this Confirmation in the matter closing file. Copies should be provided to all parties on the distribution list.
7. Subsequent Tranches. If additional tranches are contemplated under the Escrow Agreement (e.g., Tranche 2, Tranche 3), separate confirmation letters should be prepared using the corresponding template forms for each subsequent tranche, with appropriate modifications to section references and defined terms.
8. Regulatory Considerations. If the escrow agent is a regulated financial institution, ensure compliance with all applicable regulatory requirements, including anti-money laundering (AML), know-your-customer (KYC), and suspicious activity reporting (SAR) obligations, in connection with the receipt and holding of the escrowed funds.
| Field | Detail |
| Amount Received: | $[Insert amount in figures] ([Insert amount in words] Dollars) |
| Date of Receipt: | [Insert date funds were received] |
| Time of Receipt: | [Insert time, if applicable] |
| Originating Financial Institution: | [Insert name of originating financial institution] |
| Wire Transfer Reference Number: | [Insert wire transfer reference number] |
| Escrow Account Name and Number: | [Insert escrow account name and number] |
| Depository Financial Institution: | [Insert name of depository financial institution] |