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
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How to fill out 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%.
