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
New Hampshire Indemnification Agreement establishing Escrow Reserve
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How to fill out Indemnification Agreement Establishing Escrow Reserve?
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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 ...
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.
Escrow agreements are provided by independent escrow services whose trustworthiness must be assessed carefully. The agent is to be trusted with the holding and releasing of funds, which is a large responsibility and a noteworthy risk to both buyers and sellers.
An escrow funds release certificate is a certification of the amount of the escrow funds (all or part) to be released from those funds placed into escrow with an escrow agent pursuant to an escrow holdback agreement. Escrow funds are only disbursed to the applicable party when it satisfies its outstanding obligations.
If Escrow is not in condition to close by the Closing Date, then any party who is not in material default under this Agreement may, in writing, demand the return of money or property and proceed under the default and/or termination provisions of this Agreement.
Release Conditions: Details the specific circumstances under which the escrow agent may release the deposited materials to the beneficiary, such as bankruptcy, failure to meet support obligations, or a predetermined trigger event.
A source code escrow agreement typically instructs the agent to release the source code to the licensee if and when a specified event occurs, such as the licensor becoming insolvent or defaulting on its maintenance obligations under the principal license agreement.
The escrow holder is the agent and depositary (as an impartial/neutral third party) having and holding possession of money, written instruments, documents, personal property, or other things of value to be held until the happening of specified events or the performance of described conditions.