ESCROW - Draft - Agreement Rashtriya Chemicals

ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this “Agreement”) made at Mumbai this [escrow

agreement date], between:
(1) Rashtriya Chemicals and Fertilizers Limited, a Company incorporated under

the Companies Act, 1956 having its registered office at Priyadarshini, Eastern
Express Highway, Sion, Mumbai – 400 022 which intends to sell the VERs
generated from its project of N20 abatement in MP Nitric Acid Plant by inviting
global bids [ hereinafter referred to as “SELLER” ] and collecting the sale
proceeds into a bilateral ESCROW Account with the SELLER and the ESCROW
AGENT [ i.e., the Bank that opens Escrow Account for enabling the Seller to
collect his sale proceeds ] being parties to it on such terms and conditions as
laid down hereinafter
(2) Syndicate Bank, a Public Sector Bank incorporated under …………[ Escrow
Agent ]
1. DEFINITIONS USED
“Buyer” shall mean the person whose offer to purchase VER is accepted by the Seller.
“Buyer’s Authorized Signatory(ies)” The persons, if any, authorized, by the

Empowered Signatory to act on behalf the Seller and operate the Escrow Account on
such terms and conditions.
“Contract VER” The number of VER offered for sale in the Letter of Acceptance to the
Buyer of the VER backed up by requisite remittance of funds by the Buyer into the
Escrow Account.
“Empowered Signatory” shall mean and represent severally the Director [ Finance ]
and the Chairman & Managing Director of Seller.
“Escrow Agent” means the Agent who opens an Escrow Account for the Seller to
realize the proceeds of VER sold by him through global bidding.
"Purchase Price" means the purchase consideration due from the Buyer of VER to the
Seller under the VER Agreement in respect of the Purchase Quantity.
"Seller's Account" means bank account No 30038439893 maintained by the Seller in the
name of Rashtriya Chemicals and Fertilizers Limited in Seller’s Bank or any other bank
account as may be intimated by the Seller to the Escrow Agent.
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"Seller's Bank" means State Bank of India, Commercial Branch, Swastik Chambers,
Chembur, Mumbai – 400 071, India or any other bank as may be intimated by the Seller
to the Escrow Agent.
"Seller's Representatives" means all such persons as may be designated by the Seller
through written notice to the Escrow Agent.
"VER Agreement" means the Verified Emission Reduction Purchase Agreement between
Seller and Buyer pursuance to acceptance of Buyer’s bid for VERs.
2. APPOINTMENT OF ESCROW AGENT and Operation of Escrow Account:
(a) The Seller hereby appoints Syndicate Bank, 82B, Pokar Mansion, Chembur,
Mumbai – 400 071, India as the Escrow Agent and the Escrow Agent hereby
accepts his appointment as such in accordance with the terms of this
Agreement.
(b) In consideration of Seller paying a fee of `1,000/- [ Rupees One Thousand

Only ], The Escrow Agent undertakes to open an Escrow Account as soon as
reasonably possible after the date of this Agreement and its execution thereof
and handle the Account till its closure after payment of all the Escrow Sums to
the Seller in accordance with the terms of this Agreement.
(c) Escrow Account shall be governed by Escrow Agent’s General Business

Conditions and shall be in the following name :
VER Sale Account of RCF.
(d) Escrow Agent is obliged to credit into the Seller’s Account in the Seller’s Bank
the Escrow Sum deposited by the Buyers of VER as laid out in the later part of
this Agreement.
(e) The Escrow Agent shall have no implied, fiduciary, trustee and/or discretionary
duty other than those which are expressly enumerated in this Agreement. The
ESCROW AGENT’S duties are of a mechanical and administrative nature only.
(f). The ESCROW AGENT’s duties and responsibilities shall be limited to those
expressly set forth in this Agreement. Except as contemplated in this
Agreement, the Escrow Agent shall not be subject to nor obliged to recognise
any other agreement or arrangement between the Buyer and the Seller or any
third party, nor shall any such agreement or arrangement be deemed to be
incorporated herein by reference thereto.
(g). Notwithstanding anything contained in Section 171 and Section 221 of the
Indian Contract Act, 1872, the ESCROW AGENT shall not have any lien or be
entitled to assert a general claim on or against the monies in the Escrow
Account.

(h). The Escrow Agent is authorized to disregard, in its sole discretion, any and all
notices or warnings given by any party, except only (i) orders or processes
entered or issued by courts with the relevant jurisdiction, and (ii) any notice that
the ESCROW AGENT in its discretion deems it appropriate to comply with.
(i). The Escrow Agent shall not be liable for any non-performance or delay in
performance due to any cause beyond its control, including act of God,
requirement of any law, act of a government, civil commotion and breakdown
of communication facilities.
(j). The ESCROW AGENT shall not be liable for consequential or special loss, or
indirect, consequential or punitive damages, however caused or arising
(including loss of business, goodwill, opportunity or profit) even if advised of the
possibility of such loss or damage.
(k). The Escrow Account shall be operated by and shall be subject to the
instruction of the Empowered Signatory. Escrow Agent shall be entitled to rely
on the list of Authorized Signatory(ies) of the Seller that may be in the possession
of the Escrow Agent from time to time.
(l) At each instance when the Seller sends a Letter of Acceptance [ LOA ] to
Buyer confirming acceptance of bid of the Buyer for purchase of VER informing
further the amount required to be funded by the Buyer into the designated
Escrow Account, the Seller shall simultaneously deliver a copy of such Letter of
Acceptance [ LOA ] to the Escrow Agent. Such LOA can be an e-mail, not
necessarily on the Seller’s Letterhead.
3. Payment of Escrow Funds to the Seller
(a) The Escrow Agent shall hold such funds in trust for credit into Seller’s Account
with Seller’s Bank immediately after presenting to the Escrow Agent
confirmation obtained direct from VCS Registry of transfer of VER.
(b). Thus, no confirmation whatsoever from the Buyer of having received the
Contract VER needs to be furnished to the Escrow Agent.
4. Relief from Escrow Account
After all the Escrow Funds for sale of VER are transferred into the Seller’s
Account with Seller’s Bank, the Escrow Account stands closed.
5. MISCELLANEOUS
(a) The Seller shall indemnify and hold harmless the Escrow Agent and its
representatives against any costs and/or liabilities that may arise from the
arrangement contemplated by this Agreement. The Escrow Agent shall not be
liable for any costs or liabilities whatsoever to the Seller or any other party save

and except any costs and or liabilities that may arise due to willful misconduct,
fraud or gross negligence of the Escrow Agent.
(b) The Escrow Agent shall have no obligation to conduct an independent inquiry
with respect to any matter that shall arise in this behalf, and shall be entitled to
rely solely on any representations, notices or intimations made or given by the
Seller under the terms of this Agreement.
(c) The Seller represent that they are fully authorised to enter into this Agreement
and that this Agreement is not in violation of any terms and conditions or
covenants of any agreement to which the Seller may be a party.
(d) This Agreement shall be governed by the laws of India and subject to the
exclusive jurisdiction of courts in Mumbai.
For and on behalf of Rashtriya

Chemicals and Fertilizers Limited
For and on behalf of Syndicate

Bank, as the Escrow Agent


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ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) made at Mumbai this [escrow

(1) Rashtriya Chemicals and Fertilizers Limited, a Company incorporated under

“Buyer’s Authorized Signatory(ies)” The persons, if any, authorized, by the

C:\Users\Acer\Desktop\VER Documents\VER Sale Docs\Docs for

2. APPOINTMENT OF ESCROW AGENT and Operation of Escrow Account:

(b) In consideration of Seller paying a fee of `1,000/- [ Rupees One Thousand

(c) Escrow Account shall be governed by Escrow Agent’s General Business

VER Sale Account of RCF.

C:\Users\Acer\Desktop\VER Documents\VER Sale Docs\Docs for

3. Payment of Escrow Funds to the Seller

4. Relief from Escrow Account

C:\Users\Acer\Desktop\VER Documents\VER Sale Docs\Docs for

For and on behalf of Rashtriya

For and on behalf of Syndicate

C:\Users\Acer\Desktop\VER Documents\VER Sale Docs\Docs for

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