Setting Up and Administering a Deal Escrow: A Practical Guide

Document type: Guide Practice area: Corporate — Mergers and Acquisitions Jurisdiction: United States Last reviewed: 5 September 2026

Stage 1 — Start three weeks before closing

Escrow setup is a workstream, not a form. It involves a third-party institution with its own onboarding requirements, and those requirements are the reason to start early.

Week one tasks:

• Select the agent and request its form of agreement and its fee schedule.
• Complete the agent's know-your-customer onboarding, which requires organizational documents, beneficial ownership certifications, and authorized signer lists for both the buyer and the Seller Representative. For a Seller Representative that is a newly formed LLC — the common structure — this means forming the entity and obtaining its EIN.
• Obtain tax identification numbers and forms for every party who will receive escrow income. Agents will not fund without them and will apply backup withholding if they are missing.
• Circulate the agent's form to both sides' counsel with the deal's commercial terms marked up.

Why three weeks. Bank onboarding routinely takes ten business days. Callback verification procedures for wire instructions add days. And the agent's internal credit or legal review of a negotiated agreement can take a week. Teams that start at closing minus five days end up either closing without escrow documentation or accepting the agent's form unamended.

Stage 2 — Choose the agent

Questions to ask every candidate:

• What are the permitted investments, and who bears investment loss?
• What is the liquidity — can funds be released same day, and is there any lock-up?
• What is the fee structure: acceptance fee, annual fee, per-transaction fee, and are fees deducted from the escrow?
• What is the callback verification procedure for wire instructions, and how long does it take?
• Who is the named relationship manager, and who is the backup?
• What is the agent's practice when instructions conflict — how quickly will it interplead?
• Does the agent provide tax reporting, and on what forms?

Stage 3 — Negotiate the agreement

Work from the agent's form, and change only what matters. The agent's protective provisions — no duty to investigate, reliance on documents, indemnification, resignation rights — are effectively non-negotiable and there is little value in trying.

What to negotiate:

The release triggers. Insist that the agreement enumerate every release event with precision: scheduled release dates and amounts; release on joint written instructions; release on a final non-appealable order. Confirm the agent will act on a joint instruction without inquiry.

The claim notice mechanics. These must match the purchase agreement exactly. Copy the definitions across rather than paraphrasing.

The retained amount. Specify how much is retained past a release date for a pending unliquidated claim. The default should be the buyer's good faith estimate as stated in the claim notice, with a challenge mechanism.

Investment and income. Specify permitted investments, who receives income, whether income is distributed currently, and the tax owner.

Notice provisions. Email permitted, copies to counsel, deemed receipt on transmission with confirmation, and an obligation to update addresses.

Fees. Who pays, and confirm whether fees come from the escrow. If they do, disclose the amount in the sellers' proceeds calculation.

Successor agent. A mechanism that does not require agreement between fighting parties — for example, appointment by the agent itself from a list of qualified institutions if the parties fail to agree within thirty days.

The consistency review

Before signing, run a formal comparison between the purchase agreement's indemnification article and the escrow agreement. Check each of:

• Defined terms (Losses, Claim Notice, Final Determination, Survival Date, Seller Representative)
• Survival dates, to the day, for each category of representation
• Notice addresses and permitted methods
• Claim notice content requirements
• Objection period length and start date
• Release dates and amounts
• Definition of a final determination
• Treatment of the adjustment escrow
• Exclusive remedy language

Assign this to one person who reads both documents. It is the highest-value hour in the escrow workstream.

Stage 4 — Fund and confirm

• Wire on the closing date, per the agent's instructions, using the agent's verified account details.
• Verify the account details by callback to a known number, not by replying to the email that transmitted them. Escrow funding is a favored target for business email compromise, and a misdirected escrow wire is usually unrecoverable.
• Obtain the agent's written acknowledgment of receipt and the account number.
• Circulate the acknowledgment, the release schedule, and the notice addresses to: deal counsel both sides, the buyer's finance and integration leads, the Seller Representative, and the paying agent.

Stage 5 — Build the administration calendar

This is where escrows are won and lost. Create a calendar with the following entries, each with a named owner and a reminder at 60 and 30 days:

• Each survival expiration date, by representation category
• Each scheduled release date
• The adjustment escrow release, tied to final determination of the closing statement
• Any special-issue escrow trigger or outside date
• Annual tax reporting and income distribution dates
• The objection deadline for any claim notice served, calendared the day the notice goes out

A discipline that recovers money: brief the buyer's integration and finance teams within thirty days of closing on (a) what an indemnifiable breach looks like in plain language, (b) the survival deadline, and (c) whom to tell. The people who will find the breach are not the people who negotiated the escrow, and they usually do not know the clock is running.

Interlude: what the Seller Representative actually does

The Seller Representative role is created in the purchase agreement, funded at closing, and then ignored until something happens — at which point the person holding it discovers they have accepted a job with real obligations, real exposure, and usually no compensation.

The role's actual duties. Receive notices on behalf of all sellers. Evaluate claims. Negotiate and settle them, binding every seller. Execute joint written instructions. Hold and disburse the expense fund. Communicate with sellers who will call and ask why their money has not arrived. Pursue the buyer where the sellers have claims. Engage counsel and accountants. And, at the end, distribute the released balance and the remaining expense fund.

Who should do it. The best representatives are people with (a) a meaningful economic stake, so they care; (b) knowledge of the business, so they can evaluate a claim; (c) availability, meaning not a person about to start a demanding new role; and (d) a tolerance for being unpopular with the other sellers. A departing founder often fits. A lead investor's deal partner often does not, because they will be raising a fund and running four other portfolio companies.

What the role needs to function.

• A funded expense reserve, held outside the escrow, typically $250,000 to $1,000,000 depending on deal size. Without it, the representative pays for counsel personally and will not.
• Exculpation from the sellers for anything short of gross negligence or willful misconduct, and indemnification from the sellers pro rata.
• Express authority that binds all sellers, is irrevocable, and survives a seller's death, dissolution, or transfer.
• A right for the buyer to rely conclusively on the representative's actions, so the buyer need not verify authority for each instruction.
• A successor mechanism, because representatives resign.
• Access to information about the acquired business sufficient to evaluate a claim — this is often overlooked, and a representative with no access to the company's post-closing records cannot assess an accounting claim.

The professional alternative. Specialist firms now serve as Seller Representative for a fee. They bring process, insurance, and continuity, and they do not disengage. For deals with many sellers or a long escrow, they are usually worth the cost, and the fee comes from the expense fund rather than from any individual.

A drafting note that matters to sellers. The representative's settlement authority binds everyone. A seller with 40% of the proceeds and a strong view about a claim has no independent right to object unless the agreement gives one. Sellers who want a veto over settlements above a threshold must negotiate it at signing, and buyers should resist it, because a representative who must poll the sellers cannot settle.

Stage 6 — Making a claim

Timing

Serve before the survival date, without exception. A claim not noticed before survival expires is extinguished regardless of merit, and no court will relieve against it. If the deadline is approaching and the investigation is incomplete, serve anyway with what you have.

Content

Draft to satisfy the agreement's requirements and no more. A typical formulation requires the facts, the provision breached, and a good faith estimate. Include:

• The facts, stated with the detail then available;
• The specific representation, warranty, or covenant alleged to be breached, by section number;
• The estimate, stated as "not less than $[__]" where the amount is still being quantified, with an explanation of the work underway;
• A reservation of the right to supplement as further information becomes available;
• A request that the agent retain the estimated amount past any scheduled release date.

Do not attach voluminous supporting material unless the agreement requires it — you are creating a record that will be read against you if the estimate changes.

Serving it

Serve on the Seller Representative and its counsel, and on the escrow agent, by every method the agreement permits, and retain proof of delivery for each. Calendar the objection deadline immediately.

If the sellers object

Most objections are boilerplate denials served to preserve position. Treat the objection as the start of a negotiation, not the start of litigation. Sequence:

1. Request the specific basis for the objection.
2. Exchange the underlying information — the buyer's quantification, the sellers' contrary evidence.
3. Consider whether the dispute is about liability, quantum, or both. Quantum disputes settle; liability disputes sometimes must be decided.
4. If the amounts justify it, mediate before litigating. Escrow disputes are well suited to mediation because the fund is a natural settlement currency.

If the sellers do not object

Confirm the deadline has passed, confirm delivery was proper, and deliver a written instruction to the agent stating that the claim is deemed accepted and directing release. Where the agreement requires joint instructions even for deemed-accepted claims, invoke the covenant requiring the representative to execute, and if it refuses, that refusal is a breach supporting specific performance.

Stage 7 — Releases

For a scheduled release:

1. Compute the release amount: the scheduled tranche, less amounts retained for pending claims, less any agent fees payable from the escrow.
2. Circulate the computation to the other side at least ten business days before the release date.
3. Resolve any disagreement about the retained amount before instructing.
4. Deliver joint written instructions, signed by authorized signatories, with the agent's callback verification completed.
5. Confirm receipt and reconcile.

For a claim release to the buyer: same sequence, with the instruction reciting the basis (deemed acceptance, settlement, or final order) and attaching the supporting document if required.

Practical friction points:

• Authorized signers change. Update the agent's list when personnel leave.
• Callback verification takes time. Build two extra business days into any release timetable.
• The Seller Representative's entity may have dissolved. Confirm it still exists before a release date, and use the successor mechanism if not.
• Paying agent distribution to many sellers takes days and requires current addresses and tax forms. Start collecting them before the release date, not after.

The adjustment escrow: a separate, simpler discipline

The purchase price adjustment escrow deserves its own treatment because it operates on a different clock and fails in different ways.

The sequence. The buyer delivers a closing statement within a stated period (commonly 60 to 120 days). The Seller Representative has a review period (30 to 45 days) and may deliver a notice of disagreement identifying disputed items with specificity. The parties negotiate for a period. Unresolved items go to an independent accounting firm acting as an expert, whose determination is final. The adjustment escrow releases according to the result.

Where it goes wrong.

Access. The sellers cannot evaluate the closing statement without the underlying books, which the buyer now controls. The agreement should require the buyer to provide the working papers, the supporting schedules, and reasonable access to personnel — and should suspend the review period until access is provided. Without this, the review period runs while the sellers wait for documents.

Scope of the expert's mandate. The accountant decides only the disputed items, only within the range of the parties' respective positions, and only by applying the agreement's accounting principles. Draft all three limits expressly. An expert who is asked an open question will answer an open question, and one of the parties will be very unhappy.

The accounting principles hierarchy. The agreement typically says the closing statement is prepared in accordance with the accounting principles used in preparing the reference balance sheet, applied consistently, and otherwise in accordance with the applicable accounting framework. The order matters, and disputes turn on it: where the company's historical practice departed from the general framework, consistency and correctness point in opposite directions. State the priority explicitly.

Deemed acceptance. If the sellers do not deliver a notice of disagreement in time, the closing statement is typically final and binding. This is a hard deadline with a real consequence, and it should be calendared the day the closing statement arrives.

Interaction with indemnity. An item that is both an adjustment item and a representation breach should not be recoverable twice. Include an express anti-duplication provision, and state which mechanism takes priority.

The administrative point. Because the adjustment escrow releases quickly — often within four to six months — its documentation and calendar should be handled at closing rather than filed away. Teams that treat both escrows as a single long-dated obligation routinely miss the adjustment review deadline.

Stage 8 — When it goes wrong

The agent threatens to interplead

Agents interplead when they receive conflicting instructions or a demand they cannot evaluate. Interpleader deposits the funds with a court, discharges the agent, and awards the agent its costs from the fund — which means the parties pay for the privilege of losing control of the money for a year.

Prevent it: never send a unilateral instruction the agreement does not authorize. If a dispute is live, tell the agent expressly that no release is requested pending resolution, which removes the conflict. If the other side sends an unauthorized instruction, respond immediately with a written objection to the agent, which typically freezes the account without interpleader.

If it happens: move quickly to substitute a stipulated order. Courts will generally enter an agreed order directing distribution, and the parties can then continue their dispute without the fund in registry.

The Seller Representative goes dark

Common in year two, when the fund that appointed the representative has dissolved and the individual has moved on. Responses: invoke the successor mechanism; serve on the sellers individually if the agreement permits; seek a court order directing release; or, prospectively, negotiate a provision permitting release on the buyer's certification plus a period without objection.

The escrow is short

Where claims exceed the escrow, the escrow is exhausted and the buyer's remaining recourse is whatever the purchase agreement provides — usually pro rata claims against the sellers up to a cap, which is often practically uncollectible. This is why sizing matters and why setoff rights against deferred consideration are more valuable than an extra point of escrow.

The money is stale

An escrow that outlives its participants creates unclaimed property obligations. Before the final release, confirm current addresses and tax forms for every recipient, and follow the agreement's process for amounts that cannot be delivered. Escheat rules vary by state and by the holder's domicile, and the paying agent will have a standard process — use it rather than holding funds indefinitely.

Tax administration in practice

Escrow tax questions are answered badly because they are answered late, usually by whoever is closest to the wire on closing day. Answer them during negotiation.

Who is the owner? The threshold question determines everything else. In the typical indemnity escrow — funded from the purchase price, with the sellers entitled to the balance unless the buyer establishes a claim — the sellers are generally treated as the owners of the escrowed funds and of the income earned on them. That means the sellers report the income currently, even though they will not receive the principal for eighteen months and may never receive some of it.

Some escrows are structured so that the buyer is the owner, typically where the escrow is treated as an unpaid portion of the purchase price contingent on future events rather than as the sellers' money held back. The distinction affects who reports the income, whether the sellers can use installment reporting, and how a later release is characterized.

The practical requirements the agent will impose. Escrow agents will not fund, and will not release, without: a completed tax form for each recipient; a designation of the escrow's tax owner; instructions on whether to distribute income currently; and, where a recipient has not provided documentation, authority to apply backup withholding. On a deal with sixty sellers, collecting sixty forms is a project, and it belongs to the paying agent rather than to deal counsel — but someone must own it.

Current distribution of income. Where the sellers are treated as owners, they will owe tax on income they have not received unless the escrow distributes it. The standard solution is quarterly or annual distribution of net income to the sellers, which requires the agent to compute and the paying agent to distribute — a real administrative burden on a small escrow. An alternative is a single annual distribution sized to the estimated tax, with the balance released at the end.

Installment sale treatment. Where the sellers' right to the escrow is genuinely contingent, they may be able to defer recognizing gain on the escrowed portion until release. This can be valuable, particularly for individual sellers in a high bracket, and it requires that the escrow not be structured as a mere payment delay. The imputed interest rules apply to the deferred amount, and a portion of the eventual release is recharacterized as interest income. This is specialist analysis that changes the sellers' after-tax proceeds materially, and it should be run before the structure is fixed, not after.

Withholding. Cross-border deals raise withholding questions on both the principal and the income. Non-US sellers may require treaty documentation, and the agent will withhold at the statutory rate absent it. Where a foreign seller's treaty position is uncertain, build extra time — obtaining a US taxpayer identification number for a foreign individual can take months.

Reporting on release. The agent or paying agent issues information returns reflecting distributions. Confirm early who issues them, on what form, and to whom — this is a frequent source of year-end confusion when sellers receive forms they were not expecting for amounts they thought were purchase price rather than income.

Working with the paying agent

In a deal with many sellers, the escrow agent holds the money and the paying agent distributes it. Sometimes they are the same institution; often they are not, and the handoff is a recurring source of delay.

What the paying agent needs, and when:

• A distribution schedule identifying each recipient, their pro rata percentage, and their payment details;
• Letters of transmittal or their equivalent from each seller, which serve as the sellers' agreement to the deal terms, the release, and the appointment of the representative;
• Tax forms for each recipient;
• Current addresses and bank details, verified;
• Instructions on fractional amounts and rounding, which must reconcile to the penny.

Where it goes wrong. Sellers who never returned a letter of transmittal do not get paid at closing and are still owed money eighteen months later at the escrow release. Sellers who moved cannot be found. Estates of sellers who have died require probate documentation. Sellers who were entities that have since dissolved require successor documentation. Every one of these problems is easier to solve at closing than at release, and the practice worth adopting is to complete the full distribution mechanics at closing even for the escrowed portion, so that the release is a repeat of a process that already worked.

A specific trap. Where the escrow release percentages differ from the closing distribution percentages — because of option exercises, dissenting shares, or a per-share adjustment — the schedules must be recomputed. Have the paying agent produce and both sides approve the release schedule at least two weeks before the release date.

Special situations

Escrows with rollover sellers

Where some sellers roll equity into the buyer and continue as owners of the combined business, their position at an escrow release is awkward: they are on both sides of the claim. The buyer may be asserting a claim that reduces a fund in which the rollover sellers participate, and the rollover sellers may sit on the buyer's board.

Manage it structurally: exclude conflicted individuals from the buyer's decision-making on escrow claims; document that exclusion; and consider whether the Seller Representative should be someone without a rollover interest. Where the representative is also a continuing executive, the conflict is acute and both sides should acknowledge it in writing at closing rather than argue about it later.

Escrows in deals with earnouts

Where the transaction includes both an escrow and an earnout, the interaction must be specified. Questions to answer: may the buyer set off indemnity claims against earnout payments as well as drawing on the escrow, and in which order? Does an escrow claim reduce the earnout? If the earnout is disputed, may the sellers withhold cooperation on an escrow release?

The clean answer is a stated order of recourse — escrow first, then setoff against the earnout, then direct claims — with each source exhausted before the next. Without it, a buyer can pursue the same loss through two mechanisms and a seller can be whipsawed.

Escrows securing specific regulatory outcomes

Where the escrow secures an outstanding approval, a permit transfer, or a remediation, the release trigger should be a document, not a judgment: the issued permit, the regulator's no-further-action letter, the certificate of completion. Tie release to the document's issuance, and provide an outside date after which the parties negotiate or the escrow releases on a stated allocation.

Very small escrows

Below roughly $500,000, the administrative cost of a bank escrow — acceptance fee, annual fee, transaction fees, the time of two sets of counsel — becomes a meaningful fraction of the fund. Consider a holdback with setoff, a simple deferred payment, or an escrow held by one side's counsel with clear instructions. Do not put a $200,000 escrow through a full corporate trust process; the fees and friction exceed the risk being managed.

The escrow file

Maintain a single file, accessible to successors, containing:

1. The executed escrow agreement and every amendment
2. The relevant excerpt of the purchase agreement's indemnification article
3. The agent's acknowledgment of funding and the account details
4. The authorized signer list, kept current
5. The survival and release calendar
6. The distribution schedule and the paying agent's contact
7. Every claim notice, objection, and response, with proof of delivery
8. Every joint instruction and the agent's confirmation
9. Tax forms, income allocations, and information returns
10. The final reconciliation

Why this matters more than it sounds. The people who negotiate an escrow are rarely the people who administer its final release two years later. Deal lawyers move firms, in-house counsel change roles, and finance staff turn over. A complete file is the difference between a clean release and a month of reconstruction — and, in the cases that go wrong, it is the evidentiary record.

A worked example: administration done right

The deal. Sable Ridge Holdings acquires Kaminski Diagnostics for $92 million. Escrow: $8 million for eighteen months, plus a $1.5 million adjustment escrow. Sixty-one sellers. Seller Representative: a newly formed LLC managed by the former CEO, Danuta Kaminski, with a $400,000 expense fund.

What the buyer's counsel, Oren Vasquez, does at closing. He circulates a one-page "escrow facts" memo to Sable Ridge's CFO, controller, integration lead, and general counsel. It states: the escrow amount, the agent and account, the survival dates by category, the release dates, the claim notice requirements, and the sentence "If you find something that looks like a breach of what the sellers told us, tell me — the deadline is 4 March."

Month eleven. The controller, reconciling the first post-closing audit, notices that Kaminski had capitalized development costs the auditors now say should have been expensed, affecting three years of reported EBITDA. She emails Vasquez because she has the memo.

Month twelve. Vasquez serves a claim notice: the facts, the specific financial-statements representation, an estimate of "not less than $2,400,000," and a reservation. He serves the Representative, its counsel, and the agent by email and courier, and calendars the thirty-day objection deadline.

Month thirteen. The Representative objects, disputing that the accounting treatment was improper. Vasquez requests the basis, receives a memo from Kaminski's former audit firm, and concludes the issue is genuinely arguable.

Month fourteen. Rather than litigate, the parties agree to submit the accounting question — and only the accounting question — to an independent accounting firm as an expert determination, with the legal question of breach reserved. The expert finds partly for each side, quantifying the impact at $1.6 million.

Month fifteen. The parties settle at $1.2 million, reflecting the litigation risk on the reserved legal question. Joint instructions release $1.2 million to Sable Ridge.

Month eighteen. The scheduled release. Vasquez circulates the computation eleven business days early: $8 million, less $1.2 million released, less $22,000 agent fees, equals $6,778,000 to the sellers, with no retained amounts because no claims are pending. Both sides sign, the agent completes callback verification, and the paying agent distributes to sixty-one sellers over six business days.

Why this went well. Not because of clever drafting — the agreement was ordinary. It went well because someone told the controller what to look for, someone calendared the deadlines, someone served the notice properly, and someone chose expert determination over litigation for a question an accountant could answer. Escrow administration is unglamorous and it is most of the value.

Resolving escrow disputes efficiently

Escrow disputes have a feature that makes them unusually settleable: the money is already sitting there. Neither side is trying to collect from an unwilling payer; they are dividing a fund. Efficient resolution takes advantage of that.

Match the mechanism to the question

Most escrow disputes decompose into three kinds of question, and each has a natural forum.

Accounting and quantification questions — how much did the misstatement affect earnings, what is the correct reserve, what is the cost to remediate — belong to an expert determination by an accounting or technical firm, not to a court. Expert determination is fast (60 to 90 days), cheap relative to litigation, and produces an answer from someone who actually knows the subject. Draft the submission narrowly, agree the question in writing, and specify that the determination is final and binding absent manifest error.

Contract interpretation questions — was this a breach of the representation, does the exclusion apply, was the notice timely — belong to a court or an arbitrator. These require legal judgment and no accountant will decide them.

Mixed questions are the common case, and the elegant move is to split them: submit the quantification to an expert while reserving the legal question, then negotiate with a number in hand. Parties settle far more readily once the amount is known, because the remaining argument is about probability rather than about magnitude.

Use the fund as settlement currency

Because the money is in escrow, a settlement can be executed the day it is agreed, by joint instruction, without collection risk. That makes escrow disputes suitable for early mediation and for simple structures — split the difference, release a stated amount, release the balance, done. Compare an ordinary indemnity claim against dispersed sellers, where even a won judgment requires collection from forty people.

Preserve the relationship where it continues

Where sellers have rolled over, remain employed, or continue as suppliers or customers, an escrow fight is a relationship problem as much as a legal one. The buyer's negotiating leverage — it holds the fund and the sellers must persuade it to release — is real but expensive to use. A buyer that treats every escrow release as an opportunity to renegotiate the deal will find that management leaves and the acquired business underperforms, which costs more than the escrow is worth.

Know when to walk away from a claim

A meaningful proportion of escrow claims are worth less than the cost of pursuing them, particularly after the second round of expert work. Set a threshold at the outset: below some amount, the buyer asserts the claim to preserve position and then settles at whatever the sellers offer, rather than litigating. Discipline about small claims preserves credibility for the large ones.

Closing thoughts on the workstream

The escrow is the last thing negotiated, the least interesting thing in the transaction, and frequently the only thing that determines whether the buyer's indemnity is worth anything. It rewards three unglamorous habits.

Start early, because an institution with onboarding requirements is on the critical path and does not care about the closing date.

Read both documents together, because the purchase agreement and the escrow agreement are drafted by different people at different times and disagree more often than anyone expects.

Calendar and brief, because the most common way to lose escrow money is not to lose an argument but to miss a date that nobody was watching.

Do those three things and the drafting refinements matter much less. Skip them and no amount of clever notice-provision language will help.

Escrow setup timeline

The two entries that matter most are the consistency review at −8 and the integration briefing at +30. Neither is a legal document. Both determine whether the escrow does its job.

Ten errors that cost real money

1. Starting the escrow workstream in the closing week. The agent's onboarding is on the critical path and nobody controls it.
2. Signing an escrow agreement inconsistent with the purchase agreement. Different survival dates, different notice addresses, different defined terms — each one is an argument.
3. Failing to obtain tax forms before funding. The agent applies backup withholding and the sellers are unhappy at the first income distribution.
4. Not telling the buyer's finance and integration teams that the escrow exists. They find the breaches; they need to know the deadline.
5. Missing a survival date. Unfixable, no matter how good the claim.
6. Serving a claim notice on a stale address. Serve the representative, its counsel, and the agent, by every permitted method, and keep proof.
7. Failing to specify the retained amount for an unliquidated claim. The buyer says the whole escrow; the sellers say nothing; the agent interpleads.
8. Leaving the Seller Representative unfunded and unexculpated. The representative disengages precisely when the sellers need representation.
9. Sending a unilateral instruction the agreement does not authorize. This is how interpleaders start, and the fund pays the agent's costs.
10. Treating the adjustment escrow and the indemnity escrow as one obligation. The adjustment review deadline passes while everyone watches the eighteen-month date.

Each of these is procedural. None requires legal skill to avoid. All of them happen regularly, on transactions negotiated by excellent lawyers, because the escrow is the part of the deal that nobody owns after closing. Assign an owner at closing and most of this list disappears.

Related documents

• Escrows, holdbacks, and purchase price security: who holds the money and who gets it back
• Escrow agreement review checklist
• Escrow toolkit: escrow agreements, joint instructions, and claim notices
• Acquisition agreement toolkit: reps, schedules, escrows, earnouts, and claim notices
• Negotiating and administering an earnout: a practical guide