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
South Carolina 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
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%.
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.
Escrows are standard in mergers and acquisitions, but their terms can vary significantly. Typical terms include a dollar amount (usually 10 percent to 20 percent of the overall consideration) with an escrow period (usually one to two years from the closing date).
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%.
The indemnity escrow period is the length of time after the transaction closing date that the indemnity escrow amount is held before being released to the seller.
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 structure of an indemnification hold-back can vary depending on the specifics of the transaction. Key considerations when structuring a hold-back include: a) Amount: The amount set aside as a hold-back is typically a percentage of the total purchase price, with common ranges falling between 5% to 15%.