Fairfax Virginia Indemnification Agreement establishing Escrow Reserve

State:
Multi-State
County:
Fairfax
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

Fairfax Virginia Indemnification Agreement establishing Escrow Reserve is a legally binding document that outlines the terms and conditions regarding the establishment of an escrow reserve as a form of indemnification in the state of Virginia, specifically in Fairfax. The purpose of this agreement is to protect parties involved in various transactions from potential losses or liabilities by setting aside funds in an escrow account. This escrow reserve acts as a financial safeguard for both the indemnifying party and the beneficiary, ensuring that sufficient funds are available to cover any potential claims or damages. The Fairfax Virginia Indemnification Agreement establishing Escrow Reserve typically includes the following key provisions: 1. Parties: This section identifies the parties involved in the agreement, such as the indemnifying party (often the seller or contractor) and the beneficiary (often the buyer or owner). 2. Purpose: This clause outlines the purpose of establishing the escrow reserve, which is primarily to indemnify the beneficiary against any losses, damages, or claims arising from a particular transaction or project. 3. Escrow Account: This section establishes the specific escrow account where the reserve funds will be held. It includes details such as the account holder's name, account number, and the financial institution responsible for managing the escrow account. 4. Funding: This clause specifies the obligation of the indemnifying party to contribute a certain amount of funds into the escrow reserve. It may include one-time or periodic payments, with specific deadlines and amounts. 5. Disbursement: This provision highlights the conditions under which the funds held in the escrow reserve can be disbursed. Typically, it requires the beneficiary to present valid claims or proof of damages, and the indemnifying party has the right to contest such claims. 6. Termination: This section delineates the circumstances under which the escrow reserve agreement may be terminated, such as completion of the transaction, fulfillment of all indemnification obligations, or mutual agreement between the parties involved. 7. Governing Law: This clause determines the state law (in this case, Virginia law) that governs the agreement and resolves any disputes that may arise. In addition to the general Fairfax Virginia Indemnification Agreement establishing Escrow Reserve described above, there may be variations or specific types of agreements tailored to different industries or situations. Examples include Construction Indemnification Agreement establishing Escrow Reserve, Real Estate Indemnification Agreement establishing Escrow Reserve, or Commercial Business Indemnification Agreement establishing Escrow Reserve. Each type of agreement may have nuances and additional provisions relevant to the specific context it serves. Overall, the Fairfax Virginia Indemnification Agreement establishing Escrow Reserve is a comprehensive legal instrument that provides financial protection to parties engaged in transactions or projects, ensuring fair compensation and risk mitigation. It is essential to consult with legal professionals to draft or understand this agreement thoroughly.

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How to fill out Fairfax Virginia Indemnification Agreement Establishing Escrow Reserve?

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FAQ

A legal arrangement in which an asset (such as cash or stock) is deposited into an escrow account under the trust of a third party (the escrow agent) until satisfaction of a contractual contingency or condition.

In a real estate escrow agreement, the buyer and seller agree to have a neutral third party an escrow agent hold the buyer's funds while the contractual conditions and obligations of each party are fulfilled. Escrow accounts provide protection to all parties involved in the transaction.

A source code escrow agreement typically instructs the agent to release the source code to the licensee if and when a specified event occurs, such as the licensor becoming insolvent or defaulting on its maintenance obligations under the principal license agreement.

To indemnify another party is to compensate that party for losses that that party has incurred or will incur as related to a specified incident.

Before making a transaction, tokens are transferred to a third-party smart contract called the escrow. The escrow holds the deposited tokens until the payment conditions are satisfied. Context. The parties involved in the transaction need to ensure that both the agreed product/service is delivered and payment is made.

Indemnity Obligations mean the obligations of a Party to RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the other Party from and against specified Claims as provided in this Agreement.

Generally, indemnification is the buyer's remedy for a breach of any promises made in the purchase agreement or losses incurred relating to specific liabilities outlined in the purchase agreement. Indemnification allocates the risk of various post-closing losses between buyer and seller.

To create a valid escrow for a real estate sale, two requirements must be met: a binding contract and conditional delivery of the necessary documents and funds.

The escrow agreement generally includes, but is not limited to, information about the escrow agent's identity, the funds in escrow, and the acceptable use of funds by the agentfeff.

An indemnification escrow account is a separate fund that the parties can establish at the closing of a transaction for the payment of indemnification obligations. The indemnification escrow is funded from the buyer's purchase price.

More info

Cashier's check, or cash escrow in the face amount required for the bond. Both the sellers and the buyer may desire to negotiate indemnification protections in an acquisition agreement.Escrow, including signed escrow instructions ("Closing"). Indemnity Escrow Account. And an explanation of the reason for the waiver must be noted in the case file. Driving consideration in the SNDA agreement negotiations. 47, Working Capital. Serve Government, industry, and the public in a manner that promotes public understanding. 01 Basic Agreement; Roles and Responsibilities. Terms, words and phrases used in the Contract Documents, including this.

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Fairfax Virginia Indemnification Agreement establishing Escrow Reserve