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.
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.