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
California Indemnification Agreement establishing Escrow Reserve
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US-CC-17-217
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How to fill out Indemnification Agreement Establishing Escrow Reserve?
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Sponsor shall indemnify and hold Institution, System, their Regents, officers, agents, and employees harmless against any and all claims, demands, damages, liabilities and costs which directly or indirectly result from, or arise in connection with, any negligent act or omission of Sponsor, its agents, or employees, ...
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).
The Escrow Law protects members of the public who entrust their money or other assets to independent escrow agents in California. Escrow agents, joint control agents and Internet escrow agents are subject to the provisions of the Escrow Law.
An indemnification clause is a contractual provision pursuant to which one party (the ?indemnifying party?) agrees to make another party (the ?indemnified party?) financially whole if the indemnified party suffers economic damages or losses due to specific events agreed upon by the parties.
Section 1737.3 - Records to Be Preserved (a) An escrow agent shall preserve for at least five years from the close of escrow: (1) All bank statements of the "trust" or "escrow" account; (2) All canceled checks drawn upon the "trust" or "escrow" account; (3) Copies of bank deposit slips with reference to the "trust" or ...
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 escrow fund provides a direct recourse should the buyer incur losses due to a breach of those representations and warranties. After the close of the deal, the buyer has a period, typically 12 to 18 months, where they can inspect the target company to ensure the accuracy of those representations.
An indemnification escrow is typically funded by setting aside and depositing a portion of the cash payable as purchase price with a third party (whether into an escrow account, a trust or a security deposit).
