Satisfaction of, Release of and Indemnification from Liabilities; Escrow Agreement Clause Samples

Satisfaction of, Release of and Indemnification from Liabilities; Escrow Agreement. Prior to or at the time of the Closing Date, Parent shall satisfy all outstanding liabilities, debts, expenses and unpaid taxes from the cash proceeds of the closing, including payment of (i) $100,000 CAD to Carleton University, and (ii) $100,000 CAD to P▇▇▇▇ ▇▇▇▇▇▇▇, for which wire instructions are attached as Schedule 6.6. Parent has also received executed releases from creditors, which are attached to Schedule 6.6, releasing certain liabilities, debts and expenses. The Company is aware, and Parent acknowledges that it has not paid any taxes from its inception. All parties agree to close the Merger and resolve the unpaid taxes issue post-merger. Parent agrees that Surviving Corporation will hold in escrow for ninety (90) days or until such time as any unpaid taxes and/or penalties from Parent’s inception through the Closing Date are paid, whichever is longer, the remainder of the cash purchase price of $107,000 less any fees paid to reconcile liabilities within 90 days of closing of the Merger to satisfy the remainder of Parent’s unsatisfied debts or liabilities. If no debts or liabilities are discovered within the ninety (90) day period after Closing or the question of the existence of such liabilities is satisfactorily resolved, the full purchase price will then be released.