New Mexico Indemnification Agreement establishing Escrow Reserve

State:
Multi-State
Control #:
US-CC-17-217
Format:
Word; 
Rich Text
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Description

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 Mexico Indemnification Agreement establishing Escrow Reserve is a legal document that outlines the terms and conditions for creating an escrow reserve to indemnify against any potential liabilities or risks in a business transaction. This agreement serves as a safeguard for the parties involved by providing a financial buffer in case unforeseen events occur. The purpose of the New Mexico Indemnification Agreement is to protect both the buyer and the seller in a transaction by establishing a reserve fund that can be used to cover any potential losses, damages, or claims that may arise. This escrow reserve acts as a security measure, offering peace of mind for all parties involved. The agreement typically includes provisions such as the amount of funds to be set aside in the escrow reserve, the duration for which the reserve will be maintained, and the circumstances under which the funds can be accessed. It is important for the agreement to clearly specify the events triggering indemnification and the procedures for making claims against the escrow reserve. In the context of New Mexico Indemnification Agreement establishing Escrow Reserve, there can be different types based on various business transactions. Some common types include: 1. Real Estate Escrow Reserve Agreement: This type of agreement is applicable in real estate transactions, where a portion of the purchase price is set aside in an escrow reserve to cover any potential contingencies, such as repairs, liens, or title issues. 2. Mergers and Acquisitions Escrow Reserve Agreement: In mergers and acquisitions, an escrow reserve may be established to cover potential breaches of representations and warranties made by the parties. These funds may be used to compensate the buyer for any damages resulting from misrepresentation or omitted information. 3. Construction Escrow Reserve Agreement: Construction projects often utilize an escrow reserve to secure the completion of work and address any potential claims that may arise during or after the project. This agreement ensures that funds are available to compensate for any defects, delays, or payment disputes. 4. Commercial Lease Escrow Reserve Agreement: Commercial leases may require a tenant to establish an escrow reserve to cover expenses such as repairs, unpaid rent, or damages caused during the lease term. This agreement safeguards the landlord against potential losses. It is worth noting that these are just a few examples, and New Mexico Indemnification Agreement establishing Escrow Reserve can be customized and tailored to the specific needs and requirements of each transaction.

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  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve

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FAQ

The escrow agreement in many M&A deals contains a section that says the buyer and the shareholder representative jointly and severally will indemnify the escrow account agent against all acts performed by it, absent gross negligence or willful misconduct.

The ^M characters are carriage returns. Windows and DOS terminate lines of text with CR ( ^M , or ASCII code 13) followed by LF ( ^J , or linefeed, ASCII code 10).

The ^M is a carriage-return character. If you see this, you're probably looking at a file that originated in the DOS/Windows world, where an end-of-line is marked by a carriage return/newline pair, whereas in the Unix world, end-of-line is marked by a single newline.

For example, |M (pronounced "control em", the same as for the ^M notation) is the carriage return character, ASCII 13. || is the vertical bar character code 124, |? is character 127 as above and |! adds 128 to the code of the character that follows it, so |!

A provision in a construction contract that requires one party to the contract to indemnify, hold harmless, insure or defend the other party to the contract, including the other party's employees or agents, against liability, claims, damages, losses or expenses, including attorney fees, arising out of bodily injury to ...

The ^M often seen at the ends of lines in text files on the Unix system is a redundant carriage return character which has been introduced as a result of transferring from another system such as DOS or Windows. This is often caused by transferring a plain text file, via FTP, as a binary file.

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.

Basically, this is a small portion of the purchase price held in escrow that can serve as a fund to satisfy indemnification claims against the seller. Escrow amounts are typically calculated as a percentage of the purchase price, and can range from less than 5% to greater than 15%.

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Jan 27, 2021 — An escrow agreement is the typical form of implementing an escrow in M&A transactions and such legal figure is not provided or regulated as such ... Agreements with a cash deposit are the most efficient form of indemnities and may fully protect the title insurance companies against any possible loss. These ...The Escrow Agent shall use these sums to establish a new escrow/impound account for the. Buyer. The prorated taxes shall not be a credit to the Buyer to ... May 25, 2017 — ... Agreement established the Escrow Account (governed by the Escrow ... New York law governs both the Purchase Agreement and the Escrow Agreement. ... the Navy. GAO held that it would not violate the Antideficiency Act to cover this contingent liability by setting up a reserve. 51 Comp. Gen. 598 (1972). In ... Follow the instructions below to fill out Indemnification Agreement establishing Escrow Reserve online quickly and easily: Sign in to your account. Sign up ... The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured ... Section 13.8 Entire Agreement. This Agreement, the Confidentiality Agreement and the Escrow Agreement shall constitute the entire understanding among the ... qualifying broker shall have on file a written agreement signed by all principals ... to pay the monthly rent established by the rental agreement at the time the. by LP AGREEMENT · Cited by 2 — Escrow Fund established with the Escrow Agent pursuant to the Escrow Agreement. ... Commercial Code in favor of Lessor to be file the New Mexico Secretary of ...

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New Mexico Indemnification Agreement establishing Escrow Reserve