17-217 17-217 . . . Indemnification Agreement providing that (i) in event of change in control, corporation shall establish Escrow Reserve of $2,000,000 as security for its obligations under Indemnification Agreement and (ii) in event of any liquidation, merger, consolidation or reorganization in which corporation is not surviving entity, or sale of all or substantially all of corporation's assets, corporation shall ensure that Indemnification Agreement is assumed by surviving entity or otherwise provide for satisfaction of its obligations thereunder
Rhode Island Indemnification Agreement establishing Escrow Reserve
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US-CC-17-217
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How to fill out Indemnification Agreement Establishing Escrow Reserve?
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FAQ
An indemnification clause is a contractual provision pursuant to which one party (the ?indemnifying party?) agrees to make another party (the ?indemnified party?) financially whole if the indemnified party suffers economic damages or losses due to specific events agreed upon by the parties.
The ^M characters are carriage returns. Windows and DOS terminate lines of text with CR ( ^M , or ASCII code 13) followed by LF ( ^J , or linefeed, ASCII code 10).
A Standard Clause that sets out the basic terms and conditions by which the contract parties agree to hold a portion of the contract consideration such as the purchase price with a third-party escrow agent to satisfy the seller's indemnification, warranty, or other contract obligations.
Ways to remove the ^M line endings In vim: :%s/\r$//g. On the command line (easier to automate and reproduce): sed 's/\r$//g' original_file.txt > fixed_file.txt.
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.
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%.
Unix uses 0xA for a newline character. Windows uses a combination of two characters: 0xD 0xA. 0xD is the carriage return character. ^M happens to be the way vim displays 0xD (0x0D = 13, M is the 13th letter in the English alphabet). You can remove all the ^M characters by running the following: :%s/^M//g.
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.
