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
Washington 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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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).
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.
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 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).
The Escrow Agent shall be liable for anything which it may do or refrain from doing only if its conduct represents misconduct or negligence in light of all the circumstances surrounding such actions taking into consideration the time and facilities available to the Escrow Agent in the ordinary conduct of its business.
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.
Washington State Collected funds law requires money to be deposited into escrow timely for closing, recording and disbursement. Typically, this is 24 hours prior to closing or release of earnest money funds.