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 York Indemnification Agreement establishing Escrow Reserve
Category:
State:
Multi-State
Control #:
US-CC-17-217
Format:
Word;
Rich Text
Instant download
Description
Free preview
How to fill out Indemnification Agreement Establishing Escrow Reserve?
Have you been in a placement the place you need to have files for sometimes organization or individual functions virtually every time? There are plenty of legitimate papers web templates available on the net, but locating ones you can depend on is not effortless. US Legal Forms gives 1000s of type web templates, like the New York Indemnification Agreement establishing Escrow Reserve, that are published to meet state and federal specifications.
When you are currently acquainted with US Legal Forms internet site and possess a free account, basically log in. Next, you are able to download the New York Indemnification Agreement establishing Escrow Reserve web template.
Unless you offer an bank account and wish to begin to use US Legal Forms, follow these steps:
- Discover the type you will need and ensure it is for that appropriate city/state.
- Make use of the Preview switch to analyze the shape.
- Read the description to actually have selected the correct type.
- If the type is not what you are searching for, take advantage of the Search industry to find the type that fits your needs and specifications.
- If you get the appropriate type, click on Purchase now.
- Pick the pricing strategy you desire, submit the required details to generate your bank account, and pay for the order using your PayPal or charge card.
- Decide on a practical document format and download your copy.
Find each of the papers web templates you have bought in the My Forms food selection. You may get a more copy of New York Indemnification Agreement establishing Escrow Reserve at any time, if possible. Just click the necessary type to download or print out the papers web template.
Use US Legal Forms, probably the most considerable variety of legitimate types, to save lots of time and prevent errors. The support gives expertly created legitimate papers web templates that can be used for an array of functions. Make a free account on US Legal Forms and initiate producing your daily life a little easier.
Form popularity
FAQ
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).
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, ...
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.
Indemnity holdbacks are a temporary reduction in the amount of purchase price paid to the seller at closing, held in escrow to be drawn upon to cover seller's indemnity obligations to the buyer, thereby reducing the purchase price.
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.
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%.
New York's General Obligations Law §5-322.1 prohibits enforcement of an indemnification agreement for damage arising ?out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in ...
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).