Arizona Indemnification Agreement establishing Escrow Reserve

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-217
• Format: Word; Rich Text

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 An Arizona Indemnification Agreement establishing an Escrow Reserve is a legally binding contract that provides protection for parties involved in a transaction, particularly in real estate transactions. This agreement establishes an escrow reserve account to cover potential losses or liabilities that may arise during the course of the transaction. The primary purpose of this agreement is to safeguard the interests of the parties by ensuring that there are sufficient funds available to reimburse any loss, damage, or expense incurred due to default, non-performance, or breach of contract by any party involved. The Arizona Indemnification Agreement typically includes the following key provisions: 1. Parties Involved: The agreement identifies the parties involved in the transaction, including the buyer, seller, and any other interested parties, such as lenders or insurers. 2. Escrow Reserve Account: The agreement establishes an escrow reserve account, also known as an indemnification fund, which acts as a separate account to hold the funds designated for indemnification purposes. 3. Funding of the Escrow Reserve: The agreement outlines how the escrow reserve will be funded. This may include a specific amount or percentage of the transaction value contributed by the parties involved. 4. Purpose and Scope of Indemnification: The agreement clearly defines the types of losses, damages, or expenses that will be covered by the escrow reserve. These may include contractual breaches, financial losses, or claims arising from third parties. 5. Indemnification Claims Process: The agreement establishes a process for making indemnification claims, including the documentation required, notice provisions, and applicable timeframes. It may specify that claims should be submitted in writing with supporting evidence. 6. Release and Refund: The agreement determines the conditions under which the escrow reserve may be released and refunded to the parties. This may occur upon successful completion of the transaction or resolution of any claims. 7. Governing Law and Jurisdiction: The agreement specifies that it is governed by the laws of Arizona and designates a jurisdiction for dispute resolution if necessary. There may be variations of the Arizona Indemnification Agreement establishing Escrow Reserve tailored to different types of transactions or industries. Some common variations include: 1. Real Estate Purchase Agreement Indemnification: Specifically designed for indemnifying parties involved in real estate purchase transactions, ensuring protection against potential pitfalls, and financial risks. 2. Business Acquisition Indemnification: Targeted at indemnifying parties during the acquisition or sale of a business, protecting against financial losses, undisclosed liabilities, or breach of warranties. 3. Construction Contract Indemnification: Tailored for indemnifying parties involved in construction projects, addressing potential disputes, delays, cost overruns, or defective workmanship. It is important to consult with legal professionals to understand the specific terms and conditions of different types of Arizona Indemnification Agreements establishing an Escrow Reserve, as requirements may vary depending on the context and nature of the transaction.

An Arizona Indemnification Agreement establishing an Escrow Reserve is a legally binding contract that provides protection for parties involved in a transaction, particularly in real estate transactions. This agreement establishes an escrow reserve account to cover potential losses or liabilities that may arise during the course of the transaction. The primary purpose of this agreement is to safeguard the interests of the parties by ensuring that there are sufficient funds available to reimburse any loss, damage, or expense incurred due to default, non-performance, or breach of contract by any party involved. The Arizona Indemnification Agreement typically includes the following key provisions: 1. Parties Involved: The agreement identifies the parties involved in the transaction, including the buyer, seller, and any other interested parties, such as lenders or insurers. 2. Escrow Reserve Account: The agreement establishes an escrow reserve account, also known as an indemnification fund, which acts as a separate account to hold the funds designated for indemnification purposes. 3. Funding of the Escrow Reserve: The agreement outlines how the escrow reserve will be funded. This may include a specific amount or percentage of the transaction value contributed by the parties involved. 4. Purpose and Scope of Indemnification: The agreement clearly defines the types of losses, damages, or expenses that will be covered by the escrow reserve. These may include contractual breaches, financial losses, or claims arising from third parties. 5. Indemnification Claims Process: The agreement establishes a process for making indemnification claims, including the documentation required, notice provisions, and applicable timeframes. It may specify that claims should be submitted in writing with supporting evidence. 6. Release and Refund: The agreement determines the conditions under which the escrow reserve may be released and refunded to the parties. This may occur upon successful completion of the transaction or resolution of any claims. 7. Governing Law and Jurisdiction: The agreement specifies that it is governed by the laws of Arizona and designates a jurisdiction for dispute resolution if necessary. There may be variations of the Arizona Indemnification Agreement establishing Escrow Reserve tailored to different types of transactions or industries. Some common variations include: 1. Real Estate Purchase Agreement Indemnification: Specifically designed for indemnifying parties involved in real estate purchase transactions, ensuring protection against potential pitfalls, and financial risks. 2. Business Acquisition Indemnification: Targeted at indemnifying parties during the acquisition or sale of a business, protecting against financial losses, undisclosed liabilities, or breach of warranties. 3. Construction Contract Indemnification: Tailored for indemnifying parties involved in construction projects, addressing potential disputes, delays, cost overruns, or defective workmanship. It is important to consult with legal professionals to understand the specific terms and conditions of different types of Arizona Indemnification Agreements establishing an Escrow Reserve, as requirements may vary depending on the context and nature of the transaction.