17-217 17-217 . . . Indemnification Agreement providing that (i) in event of change in control, corporation shall establish Escrow Reserve of $2,000,000 as security for its obligations under Indemnification Agreement and (ii) in event of any liquidation, merger, consolidation or reorganization in which corporation is not surviving entity, or sale of all or substantially all of corporation's assets, corporation shall ensure that Indemnification Agreement is assumed by surviving entity or otherwise provide for satisfaction of its obligations thereunder
Alabama Indemnification Agreement establishing Escrow Reserve
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How to fill out Indemnification Agreement Establishing Escrow Reserve?
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The escrow company acts as a neutral third party to collect the required funds and documents involved in the closing process, including the initial earnest money check, the loan documents, and the signed deed.
A Standard Clause that sets out the basic terms and conditions by which the contract parties agree to hold a portion of the contract consideration such as the purchase price with a third-party escrow agent to satisfy the seller's indemnification, warranty, or other contract obligations.
In an escrow agreement, one party?usually a depositor?deposits funds or an asset with the escrow agent until the time that the contract is fulfilled. Once the contractual conditions are met, the escrow agent will deliver the funds or other assets to the beneficiary.
The escrow instructions give the escrow holder the authority to act, telling the escrow holder what to do and when to do it. They indicate all of the specific steps to be completed (and conditions that must be satisfied) before the escrow is complete.
Within the scope of the escrow transaction, a "thing" that can be preserved, generally the thing that constitutes the subject matter of the obligation undertaken by one of the parties to the share purchase agreement, is entrusted to a designated impartial third party (escrow agent) until certain conditions are met.
In general terms, the escrow agreement should include: The identity of the escrow agent. The duties of both the escrow agent and the parties to the escrow agreement. The beneficiary of the escrow, which is commonly one of the parties entering the escrow agreement.
The two essential elements for a valid sale escrow are a binding contract/agreement between buyer and seller and the conditional delivery to a neutral third party of something of value, as defined, which typically includes written instruments of conveyance (grant deed) or encumbrance (deed of trust) and related ...
Components of Escrow Agreements: Identification of the participants. Details of the promise to be fulfilled. Deposit amount in escrow. Conditions to the release of the escrow funds. Obligations and liabilities of the escrow agent. Fees and expenses. Legal jurisdiction.