This is an escrow agreement among a purchaser, seller, and escrow agent relating to an asset purchase transaction. With some revision, this template can also work in either a stock purchase or merger. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. The parties to an M&A transaction may set aside a portion of the consideration in escrow for some period after closing. An escrow arrangement in an M&A transaction ensures that funds are available to support indemnification obligations and other common post-closing payments to either party, such as purchase price adjustments and earn-outs. For more information, see Indemnification Provisions in Private Acquisition Agreements and Purchase Price Adjustment Provisions in M&A Transaction Documents. Escrow arrangements are most commonly used in transactions involving the acquisition of private companies. In public company acquisitions, escrow amounts held back for indemnification purposes are ...