Virgin Islands Indemnification Agreement establishing Escrow Reserve

State:
Multi-State
Control #:
US-CC-17-217
Format:
Word; 
Rich Text
Instant download

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

The Virgin Islands Indemnification Agreement establishing Escrow Reserve is a legally binding contract that serves as a protective measure for parties involved in a transaction, particularly buyers and sellers, within the Virgin Islands jurisdiction. This agreement creates an escrow reserve to cover potential liabilities, damages, or claims that may arise following the completion of a business sale, property transfer, or other significant transactions. This crucial agreement is designed to mitigate risks and provide financial security in case unforeseen circumstances occur during or after the transaction. The escrow reserve acts as a safeguard by setting aside a predetermined sum of money from the transaction funds, which can be used to satisfy any indemnification claims made by either party involved. The Virgin Islands Indemnification Agreement establishes the terms and conditions for the creation and management of the escrow reserve. It outlines the responsibilities and obligations of each party, including the buyer, seller, and the escrow agent who oversees the reserve. Relevant keywords for this content include: — Virgin Islands Indemnification Agreement — EscroReserverv— - Liability protection - Financial security — Transaction risk— - Indemnification claims — Buyer and selleprotectionio— - Escrow agent Different types of Virgin Islands Indemnification Agreement establishing Escrow Reserve may include variations pertaining to specific industries or transaction types, such as real estate, mergers and acquisitions, or business partnerships. Each specific agreement is tailored to the unique requirements and potential risks associated with the particular transaction.

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FAQ

The escrow company acts as a neutral third party to collect the required funds and documents involved in the closing process, including the initial earnest money check, the loan documents, and the signed deed.

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.

An escrow agreement refers to a contract that outlines the terms and conditions of a transaction for something of value ? such as a bond, deed, or asset ? which is held by a third party until all conditions have been met.

In real estate, escrow is typically used for two reasons: To protect the buyer's good faith deposit so the money goes to the right party ing to the conditions of the sale. To hold a homeowner's funds for property taxes and homeowners insurance.

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).

Essential elements of a valid escrow arrangement are: A contract between the grantor and the grantee agreeing to the conditions of a deposit; Delivery of the deposited item to a depositary; and. Communication of the agreed conditions to the depositary.

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.

Escrow agreements are provided by independent escrow services whose trustworthiness must be assessed carefully. The agent is to be trusted with the holding and releasing of funds, which is a large responsibility and a noteworthy risk to both buyers and sellers.

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Purchaser hereby agrees to indemnify the Escrow Agent for, and to hold it harmless against any loss, liability or expense incurred without gross negligence or ... C. The parties have entered into this Agreement in order to set forth the conditions upon which, and the manner in which, funds will be disbursed from the ...Islands, the U.S. Virgin Islands, Puerto Rico, and American Samoa to settle certain claims ... Within the QEF Account established under this Escrow Agreement, the. (b) Filing with the Commission evidence of an escrow account, acceptable to the Commission, for indemnification of passengers in the event of nonperformance of ... Agreements with a cash deposit are the most efficient form of indemnities and may fully protect the title insurance companies against any possible loss. These ... Dec 20, 2022 — “Qualified Escrow Fund” means an escrow arrangement with a federally or state chartered financial institution having no affiliation with any ... the Virgin Islands or any territory or possession of the United States. (e) ... agrees to provide to the Escrow Agent all information necessary to facilitate ... A known claim reserve in an amount estimated to be sufficient to cover all unpaid losses, claims and allocated loss adjustment expenses arising under title ... Jan 24, 2019 — Islands, the U.S. Virgin Islands, Puerto Rico, and American Samoa to settle certain claims ... Within the QEF Account established under this ... the purpose of establishing escrow or replacement reserves for the Mortgaged Property, establishing an account to assure the completion of repairs or ...

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Virgin Islands Indemnification Agreement establishing Escrow Reserve