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
Puerto Rico Indemnification Agreement establishing Escrow Reserve
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US-CC-17-217
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How to fill out Puerto Rico Indemnification Agreement Establishing Escrow Reserve?
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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.
An escrow agreement is a contract that outlines the terms and conditions between parties involved, and the responsibility of each. Escrow agreements generally involve an independent third party, called an escrow agent, who holds an asset of value until the specified conditions of the contract are met.
Escrow means that the shares are held by a third party until certain conditions have been met to reduce counterparty risk in a transaction. Companies will also issue stock in escrow, imposing limitations on when the shares can be sold, as part of an employee's compensation plan.
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.
The critical interest clauses in a share purchase agreement are the buy/sell ratio, price, and purchase consideration. As an entrepreneur, before you put any hard work into your business, it is essential for you to know what you are getting out of the deal.
Within the scope of the escrow transaction, a "thing" that can be preserved, generally the thing that constitutes the subject matter of the obligation undertaken by one of the parties to the share purchase agreement, is entrusted to a designated impartial third party (escrow agent) until certain conditions are met.
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 agreement is a contract entered by two or more parties under which an escrow agent is appointed to hold in escrow certain assets, documents, and/or money deposited by such parties until a contractual condition is fulfilled.
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includes the Commonwealth of Puerto Rico, the Virgin Islands or any ... agrees to provide to the Escrow Agent all information necessary to facilitate the ... (c) Filing with the Commission a guaranty on Form FMC–133A, by a Protection and Indemnity Association with established assets, reserves and reinsurance ...Jun 7, 2005 — Exhibit 10.2. AGREEMENT OF PURCHASE AND SALE. by and between. E. S. HOTEL ISLA VERDE, S. E.. a Puerto Rico Special Partnership. “Seller”. The parties agree to establish an escrow account to manage the transfer of funds. ... the indemnification provision of the present Agreement under any condition. ... Puerto Rico, and American Samoa, which jurisdictions settled under the. MSA. H. “NPM Statute” means the law or laws, as amended, enacted in each MSA State. Apr 13, 2010 — WESTERNBANK PUERTO RICO, MAYAGUEZ, PUERTO RICO (the "Receiver"), ... of Section 12.1(a), no indemnification will be provided under this Agreement ... Dec 20, 2022 — Islands, the U.S. Virgin Islands, Puerto Rico, and American Samoa to settle certain claims ... Within the QEF Account established under this ... Working on paperwork with our comprehensive and user-friendly PDF editor is simple. Follow the instructions below to fill out Indemnification Agreement ... Feb 25, 2019 — ("Holding"), a Puerto Rico corporation that in ... indemnification escrow funds in accordance with the SPA and the Indemnification Escrow ... ... the reserves established by Borrower to pay the contested Imposition. (e) ... the making of the final advance as provided in the Building Loan Agreement.