Houston Texas Indemnity Escrow Agreement regarding purchasing issued and outstanding shares

• Category: Corporations - Public - Escrow
• State: Multi-State
• City: Houston
• Control #: US-EG-9466
• Format: Word; Rich Text

Description

Indemnity Escrow Agreement between Daleen Technologies, Inc., Daleen-Canada Corp., Inlogic Software, Inc. Shareholders, Mohammed Aamir, and Montreal Trust Company of Canada regarding purchasing issued and outstanding shares in consideration for the Houston Texas Indemnity Escrow Agreement is a legally binding contract that outlines the terms and conditions for the purchase of issued and outstanding shares in Houston, Texas. This agreement acts as a protective measure for both the buyer and the seller, ensuring that all parties involved are safeguarded against potential risks and liabilities that may arise during the transaction. Key provisions included in a Houston Texas Indemnity Escrow Agreement relating to purchasing issued and outstanding shares are the following: 1. Purchase Price: This clause defines the agreed-upon price at which the shares will be bought. It outlines the payment schedule and any conditions associated with the payment, such as installments or escrow arrangements. 2. Indemnification: This section specifies the indemnity obligations and responsibilities of each party involved in the share purchase. It clarifies that the seller will hold harmless the buyer from any losses, damages, or claims that may arise from the purchase of shares. 3. Escrow Account: The agreement establishes an escrow account to hold a portion of the purchase price until certain conditions or contingencies are met. It ensures that the buyer will receive compensation in the case of misrepresentations, breaches, or undisclosed liabilities related to the shares being sold. 4. Representations and Warranties: This section outlines the representations and warranties made by both the buyer and the seller regarding the shares being sold. It covers aspects such as ownership, title, authority, and absence of any encumbrances or legal disputes. 5. Conditions Precedent: The agreement may include conditions that need to be fulfilled before the transaction can be completed. These conditions could involve obtaining necessary approvals, consents, or waivers. 6. Termination: The agreement specifies the circumstances under which either party can terminate the escrow agreement. It may include provisions for termination due to breaches, failures to fulfill obligations, or mutual agreement. Types of Houston Texas Indemnity Escrow Agreements may vary depending on the specific nature of the shares being purchased. Some common types include: 1. Share Purchase Agreement with General Indemnity: This agreement grants general indemnity to protect the buyer from any losses or liabilities arising from misrepresentations, breaches, or undisclosed issues related to the purchased shares. 2. Share Purchase Agreement with Limited Indemnity: In this type of agreement, the indemnity provided by the seller is limited to specific aspects or risks associated with the shares being purchased. These limitations may be negotiated and agreed upon before finalizing the escrow agreement. 3. Share Purchase Agreement with Specific Performance Indemnity: Specific performance indemnity ensures that the seller will fulfill their obligations as stated in the agreement. If the seller fails to comply, the buyer may seek specific performance or claim damages. In conclusion, a Houston Texas Indemnity Escrow Agreement related to purchasing issued and outstanding shares is a comprehensive legal document that outlines the terms, conditions, and protections for both the buyer and the seller. It aims to minimize risks and provide assurance during share acquisition transactions in Houston, Texas.

Houston Texas Indemnity Escrow Agreement is a legally binding contract that outlines the terms and conditions for the purchase of issued and outstanding shares in Houston, Texas. This agreement acts as a protective measure for both the buyer and the seller, ensuring that all parties involved are safeguarded against potential risks and liabilities that may arise during the transaction. Key provisions included in a Houston Texas Indemnity Escrow Agreement relating to purchasing issued and outstanding shares are the following: 1. Purchase Price: This clause defines the agreed-upon price at which the shares will be bought. It outlines the payment schedule and any conditions associated with the payment, such as installments or escrow arrangements. 2. Indemnification: This section specifies the indemnity obligations and responsibilities of each party involved in the share purchase. It clarifies that the seller will hold harmless the buyer from any losses, damages, or claims that may arise from the purchase of shares. 3. Escrow Account: The agreement establishes an escrow account to hold a portion of the purchase price until certain conditions or contingencies are met. It ensures that the buyer will receive compensation in the case of misrepresentations, breaches, or undisclosed liabilities related to the shares being sold. 4. Representations and Warranties: This section outlines the representations and warranties made by both the buyer and the seller regarding the shares being sold. It covers aspects such as ownership, title, authority, and absence of any encumbrances or legal disputes. 5. Conditions Precedent: The agreement may include conditions that need to be fulfilled before the transaction can be completed. These conditions could involve obtaining necessary approvals, consents, or waivers. 6. Termination: The agreement specifies the circumstances under which either party can terminate the escrow agreement. It may include provisions for termination due to breaches, failures to fulfill obligations, or mutual agreement. Types of Houston Texas Indemnity Escrow Agreements may vary depending on the specific nature of the shares being purchased. Some common types include: 1. Share Purchase Agreement with General Indemnity: This agreement grants general indemnity to protect the buyer from any losses or liabilities arising from misrepresentations, breaches, or undisclosed issues related to the purchased shares. 2. Share Purchase Agreement with Limited Indemnity: In this type of agreement, the indemnity provided by the seller is limited to specific aspects or risks associated with the shares being purchased. These limitations may be negotiated and agreed upon before finalizing the escrow agreement. 3. Share Purchase Agreement with Specific Performance Indemnity: Specific performance indemnity ensures that the seller will fulfill their obligations as stated in the agreement. If the seller fails to comply, the buyer may seek specific performance or claim damages. In conclusion, a Houston Texas Indemnity Escrow Agreement related to purchasing issued and outstanding shares is a comprehensive legal document that outlines the terms, conditions, and protections for both the buyer and the seller. It aims to minimize risks and provide assurance during share acquisition transactions in Houston, Texas.