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| 关键词：国际商法论文 学术论文 |
row Account at the importer's bank. Settlement transaction is allowed only when the exporter imports goods from the importer's country and needs to pay, with small room for adjustment.
3. Escrow contract
The Escrow contract here refers to a common storage contract for computer software's original code. Because the original code is the basis of software programming, if clients control the owner's original code, copying, rewriting and updating is very easy. That's why owners are reluctant to provide the code during software permit negotiations. However, the code is necessary for the client in daily technical support. To solve the dilemma, an Escrow contract is used: The software owner deposits the original code to an Escrow Agent (usually a professional agent) who keeps the code a secret. Only when the owner fails to or becomes unable to provide the service listed in the contract does the Escrow Agent inform the client of the code.
In recent years, Chinese legal scholars have accepted the term of Escrow and applied it into related legislation. A typical case of Escrow can be seen in Clause 3, Article 49 of China's Guarantee Law: "Proceeds from the transfer of the collateral during the period of guarantee shall first be used for early repayment of the secured credit or be deposited to a third party agreed by both the guarantor and the guaranteed."
Because the guarantee automatically ceases when the collateral is transferred, it is justifiable that the creditor re无忧论文 【http://www.uklunwen.com】quires early repayment of all the secured credit. But early repayment is obviously against the interest of the guarantor, especially when the guarantor is one other than the debtor and reluctant to make the early repayment for the debtor. In this regard, the law permits the guarantor to deposit proceeds from the transfer of the collateral to a third party, instead of making an early repayment, to settle the credit. Only when the credit period expires and the debtor fails to liquidate the debt shall the third party hand over the proceeds to the creditor to settle the debt.
Local law-bridge.net/english/ target=_blank>lawyers engaged in new practice areas like capital reshuffle and share transfer use Escrow more frequently than before in China. Here is an example. Company A was having difficulty transferring its shares in company C, a project company established by company A and another company. Pursuant to China's real estate law, the shares were not transferable because company C had completed less than 25 per cent of its total amount of investment. To facilitate the transfer, we proposed a plan based on Escrow: Company A and Company B should enter into a share transfer contract concerning Company A's shares in company C. Since the shares were not transferable, both parties should agree to deposit the land licence owned by Company A and the payment to be made by Company B to Company A to the law firm (the Escrow Agent) who acts as a stakeholder. After the signing of the co |
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