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The Escrow Purchase Agreement is a crucial document used in Hong Kong for transactions where parties seek additional security through a trusted third-party arrangement. It is particularly valuable in high-value purchases, international transactions, or deals where parties require mutual assurance of performance. The agreement combines elements of standard purchase agreements with specialized escrow provisions, complying with Hong Kong's common law system and regulatory framework. It details the mechanism for holding and releasing funds or assets, specifies conditions for completion, and outlines the escrow agent's responsibilities. This document type is commonly used in real estate transactions, business acquisitions, large equipment purchases, and international trade deals where parties need protection against counterparty risk.

1. Parties: Identifies and defines all parties to the agreement - typically the Buyer, Seller, and Escrow Agent

2. Background: Explains the context of the transaction and the purpose of the escrow arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Purchase Terms: Details the basic terms of the purchase including price, payment method, and timing

5. Escrow Arrangements: Specifies the assets/funds to be held in escrow and the escrow period

6. Release Conditions: Lists the conditions that must be met for the escrow agent to release the funds/assets

7. Escrow Agent's Duties and Rights: Outlines the responsibilities and authority of the escrow agent

8. Fees and Expenses: Details the escrow agent's fees and allocation of transaction expenses

9. Representations and Warranties: Standard representations by all parties regarding their capacity and authority

10. Liability and Indemnification: Addresses the escrow agent's liability limitations and indemnification provisions

11. Termination: Specifies circumstances and procedures for terminating the agreement

12. Governing Law and Jurisdiction: Establishes Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability