Oregon Indemnification Agreement establishing Escrow Reserve

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

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

Title: Understanding the Oregon Indemnification Agreement Establishing Escrow Reserve Keywords: Oregon indemnification agreement, escrow reserve, types of Oregon indemnification agreements, purpose of escrow reserve, benefits of an escrow reserve Introduction: The Oregon Indemnification Agreement Establishing Escrow Reserve is a legally binding document designed to protect parties involved in various contractual agreements. This agreement ensures that a designated reserve fund, known as the escrow reserve, is set aside to cover any potential liabilities or losses arising from the agreement. In this article, we will explore the details of the Oregon Indemnification Agreement establishing an escrow reserve, its purpose, and the different types of agreements associated with it. What is an Oregon Indemnification Agreement? An Oregon Indemnification Agreement is a contract that provides protection to one party (the indemnity) from financial losses or liabilities that may arise due to the actions or omissions of another party (the indemnity) involved in a specific agreement. It is typically established to ensure compensation or reimbursement to the indemnity for any losses they may encounter. Understanding the Escrow Reserve: The escrow reserve, established within the Oregon Indemnification Agreement, acts as a safeguard against any unforeseen expenses or liabilities. It serves as a designated fund set aside by the indemnity to protect the indemnity from potential financial harm. In case the indemnity fails to fulfill their obligations, the escrow reserve provides a source of compensation readily available to the indemnity. Types of Oregon Indemnification Agreement Establishing Escrow Reserve: 1. Real Estate Transactions: In real estate transactions, an Oregon Indemnification Agreement establishing escrow reserve is commonly used when buyers and sellers agree to share certain responsibilities and liabilities, such as property repairs or potential legal claims. The escrow reserve ensures that the parties involved are protected and can seek compensation if obligations are not met. 2. Business Acquisitions: When acquiring a business, an escrow reserve is often established to protect the buyer from potential undisclosed liabilities. The indemnification agreement ensures that a portion of the purchase price is held in escrow, which can be used to compensate the buyer for any undiscovered liabilities or breaches of representations and warranties. 3. Construction Projects: In the construction industry, an escrow reserve can be established within an Oregon Indemnification Agreement to safeguard against potential financial risks, such as contractor defaults, project delays, or defective workmanship. The reserve provides the necessary funds to address any issues, ensuring the project can proceed without significant disruptions. Benefits of an Escrow Reserve: 1. Financial Protection: The escrow reserve offers financial protection to the indemnity, allowing them to mitigate potential losses or liabilities effectively. 2. Ease of Compensation: The escrow reserve simplifies the process of seeking compensation, as the indemnity can access the funds directly. 3. Risk Mitigation: By establishing an escrow reserve, the indemnity demonstrates their commitment to fulfilling their obligations, minimizing the risk for the indemnity. Conclusion: The Oregon Indemnification Agreement establishing an escrow reserve is a crucial mechanism that provides financial protection and peace of mind to parties involved in various agreements. By understanding its purpose, different types, and the benefits it offers, both indemnities and indemnities can ensure a fair and secure 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
  • Preview Indemnification Agreement establishing Escrow Reserve
  • Preview Indemnification Agreement establishing Escrow Reserve

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FAQ

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 Parties jointly and severally agree to indemnify the Escrow Agent for, and to hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by ...

The escrow company acts as a neutral third party to collect the required funds and documents involved in the closing process, including the initial earnest money check, the loan documents, and the signed deed.

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 ...

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Within the QEF Account established under this Escrow Agreement, the. Escrow Agent shall maintain a separate QEF Sub-Account for each Beneficiary State. Pursuant to the Merger Agreement, the parties desire to, and have agreed to, establish an escrow fund as the sole remedy for the indemnification obligations set ...Such proof of the Seller's authority and authorization to enter into this Agreement and consummate the transaction contemplated by it, and such proof of the ... Practice Tip: When representing a buyer, make sure your purchase and sale agreement requires the seller to provide affidavits and indemnification agreements. The Eligible Borrower must agree in writing to make monthly escrow payments sufficient to cover the annual assessment. ... indemnity agreement, must be included ... In determining to enter this Agreement, DEQ considered reasonably anticipated future ... (8) Any matters as to which the State of Oregon is owed indemnification ... Nov 22, 2016 — 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 ... (1) If a supplier enters into an agreement to establish a new retailer or dealership or to relocate a retailer or dealership, and the agreement assigns an ... (1) Any municipal corporation, by ordinance or resolution of its governing body, may establish one or more reserve funds to hold moneys to be accumulated and ... (5) An escrow agent must provide the Real Estate Commissioner upon the Commissioner's request with a continuing authorization to certify the actual balance in ...

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Oregon Indemnification Agreement establishing Escrow Reserve